My Little Pony: The Rise of Warfang
by XFangHeartX
Summary: Summary inside. Read and review, and no flames or hate please. Rated T for violence, gore, and cursing.
1. Prologue

My Little Pony:

The Rise of Warfang

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My Little Pony: Friendship is Magic © Lauren Faust and Hasbro

Story and OCs © Me

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Summary- When a lost unicorn filly named Moonlight Essence appears at Twilight's castle, it doesn't seem to make any sense at first...until news of wolf attacks throughout Equestria reach Ponyville. Why would a pack of wolves go through all this, just to chase one little unicorn? Her prized necklace may hold the answer.

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Author's Note: Okay, I know what you guys are gonna say...but DON'T SAY IT. All right? I do this because it's a hobby of mine and I should feel free to do whatever story I wanna do! I mean...okay, maybe I do too much at once, but you know what? As long as I still remember to update certain stories, I feel like it should be okay.

I know you guys are worried about me and I do appreciate it. This? This probably won't be updated very often.

Also, yeah, I got back into this series for a while, now, and I think it's best to have a fresh start. So here you go!

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 **Prologue**

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The sky was filled with dark, swirling clouds. Heavy rains poured from the heavens above, soaking the earth and making the soil loose and muddy. The wind howled, angrily, as the storm continued to rage on.

However...if one would listen closely, they would hear the sound of tiny hooves, pounding the earth as they galloped through the forest, which was momentarily alit as a lightning bolt cracked through the sky. Then came the sound of heavy panting as the owner darted around the trees and jumped over logs. As the figure broke throught the huge, gnarled old trunks of the birch trees...it was soon revealed to be a young unicorn filly with a grayish-blue coat, as well as a purple mane and tail with indigo streaks, and it seemed she had yet to get her Cutie Mark, for her flank was imageless. Around her neck hung a golden necklace with a red gemstone in the center, giving off a small sparkle.

The filly panted as she looked back at the woods...and she gasped upon seeing a pair of glowing yellow eyes glaring back at her. Upon seeing them, she turned and galloped away, only for her pursuer to chase after her on large paws and long legs. Its golden eyes flashed a streak of yellow as it continued its relentless pursuit. The filly panted as she kept running, her head facing forward, but her eyes glancing back at the one who was chasing her. However, she gasped as she felt her hooves go over the edge of a cliff, causing her to double back before she looked down and saw a raging river below her, filled with sharp rocks jutting out from below the surface.

"Oh, no...!" she whispered before she looked back, only to see her pursuer. As the lightning flashed...she saw that it was a large wolf with rust-colored fur and these piercing, golden yellow eyes, and for some reason, he appeared to be wearing a suit of dark red armor, covering only his torso and front legs. The wolf gave a deep growl as he approached the filly, who whimpered in fear as she began to back away, only for her hoof to nearly slip off the ledge, again.

"Wait!" the wolf suddenly spoke up, causing her to look up at him. His expression seemed...concerned as he took a small step back. "Please...you don't have to do this. You don't have to run away."

"L-leave me alone!" the filly shouted.

"Listen to me!" the wolf urged. "I know you're afraid...and I don't blame you! But it doesn't need to end like this...I promise you, I'll leave you alone. You just have to do something for me. Do that, and I'll let you go, okay?"

The filly's breath hitched in her throat, but she nodded her head as she swallowed.

"All you have to do," the wolf started, "is give me your necklace."

The filly gasped before she glanced down at the jewel around her neck, then back at the wolf.

"Please," he begged. "Just give it to me...and you can go free."

"...What would be the point?" asked the filly. "Even if you let me go...what am I supposed to do then?! I don't have anywhere to go...or anypony to return to!"

The wolf chewed his lip as those words left the little unicorn's mouth.

"It's bad enough you all took my family and friends away from me," she started, "but now...you're gonna take the last thing I have to remember my sister by?!"

"I-" the wolf started.

"Well you can forget it!" the filly shouted. "There's no way I'm letting you have this! In fact..." she glanced at the river below her. "If you want it so bad...then...come and get me!" With that, she turned and took a huge leap off the cliff.

"No!" the wolf cried as he ran after her, hoping to stop her before she would fall over the edge...but he saw he was too late. The filly plummeted and landed in the raging waters with a splash. The wolf gaped in horror, his ears pinned back against his head before he sighed and screwed his eyes shut.

"Swiftclaw!"

The lupine gasped before he turned and saw several other wolves, headed by one with silvery-gray fur with a white muzzle and underbelly, staring at the rust-furred wolf with these piercing blue eyes. Like his brethren, he, too, had armor on his torso and front legs, though his was bronze in color.

"S...Stormhowl...!" the rust-furred wolf, Swiftclaw, stammered.

"What happened?" asked Stormhowl. "Where's the filly? And the necklace, too?"

"...I...I tried to talk her into giving it up," Swiftclaw began, "but...she wouldn't part with it, and before I could stop her, she jumped off the cliff and fell into the rapids!"

"She escaped?!" Stormhowl questioned.

"I-I'm sorry!" Swiftclaw apologized. "I tried to stop her-"

"Father's not going to like this, you know," Stormhowl said. "Do you realize what he's going to do to you when he finds you let her and the stone get away?!"

"...I think I might have a good idea," murmured Swiftclaw.

 _ **ARROOOOOOOOOOOOOOO~!**_ An eerie howl filled the air, traveling on the wind.

"Dammit..." cursed Stormhowl. "Father's calling us back."

"Oh, joy," muttered Swiftclaw, his face drooping with dread as he and the other wolves began to run back in the direction from which they came.

XXX

"AAAAAAAAAHHH~!" the filly shrieked as the rapids carried her downstream. "MOMMY! DADDY! STARBURST!" A wave suddenly pushed her under the water, but she soon resurfaced and gasped for air. "SOMEPONY! HELP ME!"

Just when it seemed that things couldn't get any worse for the little filly, she was once again proven wrong, for up ahead...she could see the edge of a waterfall. She gasped as she tried to paddle away from the falls, and even clamped her teeth on the end of an overhanging branch in a desperate to get to the riverbank. Alas, her efforts were in vain, for the freezing cold water had sapped whatever strength she had left, and her small jaws could not hold on, forever. As quickly as she grabbed on, she let go of the tree limb and screamed as she soon fell over the falls.

XXX

A bolt of lightning flashed from behind the window, which roused Twilgith Sparkle from her sleep. She gasped as she sat up in her bed, panting breathlessly before she took a good look around. Once she assured herself she was still in her bed chamber, she heaved a sigh as she lied back down.

"Ugh..." she groaned. "I knew I shouldn't have eaten one of Pinkie's Double Chocolate and Raspberry Swirl Ice Cream Cakes before I went to bed." She then chuckled. "That was some party we had, today, though..." She then gave a yawn as she prepared to drift back into slumber.

 **Knock-knock!**

"Huh?" Twilight muttered as she sat up. "Well that's funny, I thought I heard-"

 **Knock-knock-knock!**

"...Okay, now I know I'm not hearing things," the Princess of Friendship said before she got out of bed and headed to the golden doors. Using her magic, she opened them before she stepped out in the rain and felt the wind wildly blow around her mane, tails, and wings.

"H-hello?!" Twilight called as she looked around. "Hello?! Who's there?!"

No answer came.

"...Must've been a prank," Twilight muttered before she turned to head back to bed...but then...

"Help me..."

Twilight gasped as that tiny voice reached her ears, causing her to turn to see a sopping wet, shivering little unicorn filly, staring up at her with these big, sad, scared magenta eyes as water dripped off her tiny frame.

"Oh, my goodness!" Twilight exclaimed as she approached the filly. "Are you okay?!"

"...No..." the filly squeaked, weakly.

"Well, don't just stand there!" Twilight urged as she ushered the little one inside the castle. "Get in here before you catch your death of cold!"

On that, she slammed the doors behind her before she hurried the filly into her bed chamber. At that moment, Spike sleepily entered the room, along with Starlight Glimmer.

"Twilight?" Spike asked, rubbing his eye. "What's going on?"

"Is everything all right?" asked Starlight.

"Oh, Spike! Starlight!" Twilight exclaimed. "Good, you're awake! We have an emergency!" She then gestured to the shivering filly, causing the baby dragon and the light pink unicorn to gasp.

"Uh...I-I'll go get some warm towels and blankets!" Spike declared as he ran off.

"I'll go make some tea!" Starlight added as she galloped to the kitchen. Meanwhile, Twilight curled up next to the shivering filly, wrapping her tail and wings around her in the hope that it would at least give her some warmth. The filly looked up at the alicorn before she opened her mouth and said with chattering teeth "Th-th-th-thank-k-k y-y-y-y-you..."

"Of course," said Twilight. "What's your name?"

"M...Moonlight," the filly answered. "Moonlight Essence."

"Hi, Moonlight," said Twilight a warm, gentle tone. "I'm Twilight Sparkle."

"...Hi, Twilight," Moonlight replied.

"I got the blankets and towels!" Spike called as he walked in with piles of towels and sheets in his arms...although it looked to be too much for the little dragon to handle. Twilight, seeing his load, quickly used her horn to take the towels from his arms and neatly laid them down in a stack, then took another towel to dry Moonlight off with. Spike also took a towel himself before he began to help his princess friend give Moonlight the rub-down.

"There you go," said Twilight. "Is that better?"

"A little bit," Moonlight answered before she looked at Spike. "...You have a pet dragon?"

"Hey!" Spike shouted in a defensive manner. "I'm no one's pet!"

"Spike, take it easy," Twilight assured. "This is Spike, Moonlight, and he's one of my best friends."

"Oh, I see," Moonlight said. "I'm sorry about that, Spike."

"Well, you didn't mean it, so I'll let it slide," Spike replied.

"I'm back with the tea," Starlight said as she entered the room, as well, using her powers to hold a cup of tea on a saucer. "I hope it's hot enough for you."

"Thank you," Moonlight said as she tried to use her horn to take the cup...although it seemed a bit shaky and it looked like it was about to spill.

"Uh...maybe you should let me handle that," said Starlight as she used her own magic to set the teacup down in front of the filly.

"Sorry...I'm not good at using my magic, yet," Moonlight apologized.

"That's okay," said Twilight. "Oh, Moonlight, this is Starlight Glimmer."

"Hi," Starlight greeted while she smiled softly.

"Hi," Moonlight greeted back, although she didn't really look the older unicorn in the eye.

"So, uh...how come you were out in the rain?" Spike asked.

"Spike!" Twilight scolded.

"What?" Spike asked. "I'm pretty sure we're all thinking it!"

"Well, maybe she doesn't feel like answering that!" Twilight argued.

"...I was running away," Moonlight replied, "but...now I'm lost and I don't know where I am."

"Well, I'm sure your parents are looking for you," Starlight said. "Where are they?"

Moonlight's eyes went wide before she whimpered and bit her lip. Soon after, her eyes began to tear up.

"Oh!" Twilight gasped. "No, no, it's okay! Don't cry!"

Too late. The waterworks started running, and Moonlight buried her face in her forelegs before she let out a soft sob.

"They're...they're gone...!" she whispered, causing Twilight, Spike, and Starlight to gape in shock. "My Mom...my Dad...my big sister...! They're all...gone...!"

"Oh, no," Starlight whispered, suddenly feeling an overwhelming guilt for asking the child about her family.

"Oh, Moonlight, it's okay!" Twilight assured as she nuzzled her. "Shhh...it's okay. Everything's gonna be okay."

"Man...poor kid," Spike said, sadly.

"Moonlight," Twilight called, gently, causing the sniffling filly to look up at her with slightly red, puffy eyes. "I don't know what happened, but...whenever you wanna talk about it, we'll be here to listen, okay?"

"...Okay," Moonlight nodded. "Umm...Twilight?"

"Yes?" Twilight asked.

"...I'm still really scared. Is it okay if I sleep with you?"

"Of course you can."

Hearing that seemed to assure the filly as Twilight used her magic to wrap a blanket around her to keep her warm.

"...Twilight?"

"Yes?"

"Will...will you still be here when I wake up?"

Hearing that caused Twilight's heart to melt.

"I promise," she told the filly, who smiled up at her before she lied her head down...and soon, she fell asleep.

"You two can go back to bed, now," Twilight whispered to Spike and Starlight. "I'll watch her and see how she feels in the morning."

"Are you sure you don't want us to stay in here?" Spike asked.

"We don't mind taking turns watching her," Starlight added.

"It'll be fine," Twilight assured. "You go and get some rest."

After a moment of hesitation, Spike and Starlight turned and left the room while Twilight glanced down at Moonlight, who breathed softly in her sleep and murmured a few things, but other than that, she seemed to be at peace. Still, Twilight kept her close to her side, her wing wrapped gently around the little filly as the rain finally ceased and the clouds parted...revealing the soft, sparkling, silvery rays of Luna's moon.

XXX

Meanwhile, up in the mountain range, Stormhowl, Swiftclaw, and their fellow wolves walked along the path...where they found themselves in the company of many more wolves, all of them wearing suits of armor, just like them...and before them...was a wolf who was even larger than the rest. His fur was a deep gray color with a lighter gray muzzle, underbelly, and legs. He was clad in armor as black as coal, and upon his head was a helmet with five spikes, almost giving it the appearance of a crown.

However, his most distinguishing feature had to be his left eye. While his right was golden yellow in color, the left eye was white with a rather large going down it...and lying before him was the corpse of a magenta unicorn mare with a hot pink mane and tail with a streak of purple. Her cutie mark consisted of a blue star with yellow and orange fireworks bursting around it. Her neck held a large gash, and the fatal wound was still fresh while her mouth hung open with a look of horror in her lavender eyes.

"Well, well," said the large alpha wolf. "You have returned, my sons. So...where is the stone?"

"...About that, Father," said Swiftclaw. "I...I tried to get the stone from the filly who had it...but-"

"But?" the alpha wolf repeated, narrowing his eyes. "What do you mean 'but'? Where is my stone, Swiftclaw?!"

"...It's...gone," Swiftclaw replied. "The filly jumped down into a river before I could get her to relinquish it and-"

"You IDIOT!" the alpha shouted as he struck Swiftclaw in the face with the back of his paw, sending him down into the mud. "I gave you a simple task, and you can't even do THAT right?!"

"Father, please, I-" Swiftclaw started.

"Father, let me explain," Stormhowl spoke up. "There's still a chance the stone could be out there...as well as the filly who has it in her possession. After all...we don't really have proof that she didn't survive the fall."

"...I suppose not," the alpha surmised.

"So...starting first thing tomorrow morning," Stormhowl began, "I shall take a small pack of wolves and go find this filly."

"...Very well," the alpha said. "As my oldest son, I trust your judgement, Stormhowl. I should never let your brother do your job."

"Thank you, Father," Stormhowl nodded while Swiftclaw sneered.

"Come morning, you will continue the search for the Stone of Wishes," said the alpha as a wicked grin appeared on his muzzle. "Soon...all of Equestria will be mine, and neither Celestia, nor Luna, nor Mi Amore Cadenza will stand a chance against me, Warfang, the King of Wolves!"

On that, he threw his head up to the sky and gave a long, haunting howl, and the other wolves soon joined in. Only Swiftclaw remained silent as he turned and walked away from the scene. As he did, he looked down at a puddle, where he saw his reflection staring back at him...and all he could do was sigh as he looked away.

 _'What am I doing...?'_ he thought.

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Review, please!


	2. Ch 1- Shining Armor's Warning

**Ch. 1- Shining Armor's Warning**

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My Little Pony © Hasbro, Lauren Faust

Story and OCs © Me

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The next day, in Canterlot, Celestia had just finished raising the sun for a new day to begin and was entering the throne room to begin the rest of her morning routine, which began when she went to the kitchen to make pancakes for Luna. Today, she figured she could try and decorate them with raspberries, this time and see how her sister liked them.

"Sister?"

Celestia turned to see Luna...as well as Cadence, who held Flurry Heart in her hoof. The baby alicorn was still asleep, however, but what Celestia noticed was that the Princess of the Moon and the Princess of the Crystal Empire both had these rather unnerved looks on their faces.

"Is something wrong?" Celestia asked.

"I just received troubling news," Luna said as she approached her elder sister. "It seems that the Zodiac Nomads...have been wiped out."

Celestia gasped in horror.

"I was shocked, too," Cadence replied. "Apparently, it all happened last night, during the storm."

"But...I don't understand!" Celestia replied. "I just received a message from their leader, Sagittarius, yesterday morning saying that they'd be arriving here with the Stone of Wishes, today!"

"Someone intercepted them sometime after," said Cadence. "Apparently it was a pack of...wolves."

"Wolves?" Celestia repeated. "Like...timber wolves?"

"No," Luna replied. "Regular wolves...in metal armor...and sister...the one leading them was blind in his left eye."

Celestia's eyes went wide in shock upon hearing this news.

"...So... _he's_ back," she whispered. "I hoped this day would never come."

"So did I," Luna said.

"Who are you talking about?" asked Cadence while Flurry remained asleep in her hooves. "Who is...'he'?"

"...Cadence," said Celestia, "there's something you should know...and it goes back long before you were even born."

XXX

Twilight yawned as she raised her head up and blinked her eyes awake. Her main was frazzled and tangled from sleep, and her vision was a bit blurred, but a good stretch of her legs and wings gave her the energy she needed to wake up completely before she got up and took a look around. That's when she noticed the little filly next to her, and at first, she seemed surprised...but then, the memories of last night soon came back to her.

"So I wasn't dreaming, after all," she realized as she looked down at Moonlight, who sighed as she continued sleeping. "...Why would a little filly suddenly show up here during a storm?"

"Morning, Twilight!"

The purple alicorn turned to see Spike as he entered the room.

"Breakfast is ready!" he called, only for Twilight to shush him before she glanced down at Moonlight. "Ohh, right...you know, it's a little strange that she would just show up here."

"It is strange," said Twilight. "Why would she just appear here during a storm? And more importantly, what happened to her family?"

"Who knows?" Spike asked. "Maybe we'll ask her when she wakes up."

"Spike, whatever happened to her," Twilight began, "it happened last night. She's clearly in a state of trauma. We can't just ask her when she's so vulnerable."

"Umm...Twilight?"

The alicorn and dragon turned to see Starlight enter the room with a concerned expression.

"Your brother is here in Ponyville," Starlight said.

"Oh!" Twilight exclaimed. "Well, it looks like we're getting all kinds of visitors, lately-"

"Actually," Starlight interjected, "I doubt he's here for a social call. Otherwise, he wouldn't be wearing his armor and showing up with four more Royal Guards, as well as having everypony gather at town square."

Twilight and Spike both glanced at each other in surprise. Shining Armor hardly came to Ponyville on business like this. If he was here, wearing his armor and with several other members of the Royal Guard, then this must be important.

"We better go see what he's doing here, then," said Twilight.

"But Twilight," Spike started before he pointed at Moonlight, who was still snoozing, "what about her?"

"...Oh, right," Twilight realized. "We can't just leave her here, but I don't wanna wake her."

"You go to the square and see what your brother has to say," said Starlight. "I'll stay here with Moonlight."

"Are you sure?" asked Twilight.

"It's fine," Starlight reassured. "You and Spike go."

"...Well...okay," Twilight replied before she walked out with Spike at her side. Meanwhile, Starlight sat next to Moonlight, who continued to sleep soundly...until she suddenly furrowed her brow and started to twitch her legs.

XXX

Concurrently at the town square, practically everypony in Ponyville had gathered around the podium.

"Excuse me," Twilight said as she pushed her way through.

"One side," Spike spoke up as he tried to worm his way around the legs of the many ponies.

"Hey! Watch it!" cried Lyra Heartstrings as she raised her hoof.

"Oh, sorry!" Twilight apologized as she made her way to the front of the crowd. "Scuse me! Sorry about that."

Once she made it to the front, she saw that her friends were also among the crowd.

"Hey, Twilight," Applejack greeted as she, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy noticed her.

"Hey, you guys," Twilight replied. "What's going on?"

"I think we're about to find out," Rainbow Dash answered as she looked to the podium, where Mayor Mare approached, along with Shining Armor and a few of unicorn guards.

"Attention, everypony!" Mayor Mare called. "May I have your attention please! Shining Armor, Captain of the Royal Guard and appointed ruler of the Crystal Empire has come with an important announcement!" She then turned to the ivory unicorn stallion. "Shining Armor?"

Shining Armor nodded before he approached the podium.

"Citizens of Ponyville," he said. "I come bearing troubling news. Last night, during the storm, a clan of unicorns was savagely attacked by a pack of wolves."

Everypony in the crowd gasped in shock and horror before they began to clamor among themselves.

"W...wolves?" Fluttershy whispered, nervously.

"Oh, relax, Fluttershy!" Pinkie assured. "I'm sure he means timber wolves!"

"...How is _that_ any better?" asked Rainbow Dash.

"This isn't the first time such an attack has heard," said Shining Armor. "In fact, numerous reports have surfaced around Equestria. Whoever these wolves are, it's clear they're far more intelligent than the timber wolves of the Everfree Forest. They are clearly very dangerous!"

Soon, the crowd began to murmur amongst each other in agreement.

"From now on," Shining Armor began, "until this issue is resolved, everypony in Ponyville must be on their guard! Don't go out late at night, keep a close eye out on your children, and if you're ever out in the open, stay in groups! The more eyes you have, the better you can spot these wolves! Is that understood?"

Everypony nodded their heads at this.

"Good," Shining Armor said before he turned and walked away. "Continue your day."

On that, the crowd dispersed and everypony went to continue their normal routine...even if some were a little unnerved by the news. However, Twilight looked over to her brother before she galloped after him.

"Shining Armor!" she called, causing Shining Armor to stop in his tracks before he turned and smiled in excitement.

"Twily!" he exclaimed as he ran over to his younger sister, who hugged him once she got close. "It's so good to see you!"

"You, too, B.B.B.F.F.," Twilight said before she pulled away, "but...what's going on?"

"Princess Celestia sent me here to warn you and everypony else in Ponyville about the wolf attacks going on," said Shining Armor, "but mostly...I was worried about you and your friends, too, especially since the latest attack happened around here."

"It did?!" Twilight asked in shock.

"I'm glad you're okay," Shining Armor, "but...I think I'm gonna stick around here for a while. Set up a patrol around the town's borders, just to make sure everything's safe."

"Are you sure that's a good idea?" asked Twilight. "What about the Crystal Empire? Don't they need you there?"

"Sunburst agreed to take care of things for me and Cadence while we were gone," Shining Armor assured. "I'm only gonna be here for a few days. If these wolves don't show up, then I'll go."

"Well, if you think that's best," Twilight replied. "And Shining Armor?"

"Yeah?" Shining Armor asked.

"I'm glad you're here, no matter what reason it is," Twilight smiled, which caused her brother to smile back at her.

"I'm glad I'm here, too, Twily," said Shining Armor before he turned and left.

"Hey, Twilight," Spike said. "Didn't Moonlight show up during that storm last night? The same time those wolves attacked?"

"That reminds me," Rarity said. "Who is this Moonlight you spoke of earlier?"

"Oh, she's just a filly who showed up at the Castle of Friendship last night," Twilight answered...before she gasped in realization. "OH MY GOSH!" She then turned and galloped off with Spike yelping as he clung to her tail.

"Twilight?!" asked Rainbow Dash. "Hey, wait! Come back!"

"Well, what's got her dander up?" Applejack queried.

"Last one to the castle is a moldy cupcake!" Pinkie exclaimed as she hopped along in her usual happy manner, which prompted the others to follow her.

XXX

Twilight and Spike burst through the doors of her castle before she hurried to her bed chamber, where she found Starlight shaking Moonlight, who was whimpering and crying out in her sleep.

"Starlight, what are you doing?!" Twilight questioned.

"She started having a nightmare!" Starlight replied, frantically. "I tried everything, but I can't get her to wake up!" She then looked down at Moonlight. "Moonlight! Moonlight, wake up!"

But Moonlight didn't wake. She just whimpered as she kicked her legs around, almost as if she were running.

"Must...keep...running...!" the filly whimpered. "Must...get...away! No! No!"

"Moonlight! Moonlight!" cried Twilight as she tried to wake her up, to. "Moonlight, it's okay! It's just a nightmare! Wake up!"

Moonlight gasped as she sat up, her eyes shooting wide open and her breath short and rapid. Then she looked up at Twilight, whose eyes softened at the filly, who whimpered before she ran up and pressed her face against the alicorn's chest with a loud wail. Twilight could only wrap her foreleg around the poor child as she sobbed, and Starlight and Spike felt just as sympathetic for her.

"What's all the crying in here?"

Twilight turned to see her friends enter the room, and needless to say, they were a bit surprised to see Moonlight wrapped in Twilight's forelegs.

"Well, who's this?" asked Rarity.

"Well, ain't she just the cutest little dewdrop this side of Equestria?" asked Applejack in an endearing manner.

Moonlight whimpered as she backed away from the group.

"This is Moonlight Essence," Twilight said. "Moonlight, these are my friends, Rainbow Dash, Applejack, Rarity, Fluttershy, and Pinkie Pie."

"Hi!" Pinkie greeted in her usual excitement, causing Moonlight to yelp as she hid behind Twilight.

"Uh...too much there, Pinkie Pie," Rainbow Dash said.

"You'll have to give her some space," said Twilight. "She showed up last night during the storm and...well...she's kind of going through a lot, right now...something happened to her family."

"Her family?" Fluttershy repeated in concern.

"Oh, dear," Rarity said, worriedly. "How simply dreadful."

"Well, is there anything we can do for her?" Applejack asked.

"I don't think she needs to be crowded, right now," said Twilight. "Just give her space and see how she feels after a while."

"Whatever you say," Rainbow Dash shrugged.

"You know, we still haven't had breakfast," said Starlight.

"I am a little hungry," Twilight replied before she looked at Moonlight. "Do you want any pancakes, Moonlight?"

"...I'm not very hungry, thank you," Moonlight replied. "I think I'll just sit here...alone."

"...If you say so," said Twilight, worriedly. "Come on, guys."

"Yay, pancakes!" Pinkie cheered as she hopped out of the room with the others, but then momentarily came back and called "Nice meeting you, Moonlight!"

As soon as they were out of the room, Moonlight sighed as she sat in her little spot in the room, all by her lonesome. She then glanced down at the necklace arond her neck before she smiled and nuzzled it, gently.

"At least I still have this," she whispered...as the jewel gave a soft, red glow.

* * *

Review, please!


	3. Ch 2- Twilight's Plan

**Ch. 2- Twilight's Plan**

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My Little Pony © Hasbro, Lauren Faust

Story and OCs © Me

* * *

"So you say she jumped off here?"

"Y-yes, Father."

Warfang stood at the cliff where Moonlight jumped off of, then looked down at the river below. It was a bit calmer now than it was last night, and less swollen, too. He growled as he followed the river downstream.

"What do you think, Father?" asked Stormhowl.

"If I'm right," Warfang began as he kept following the river, where he saw Ponyville right along the bank as it kept flowing, "the filly, and the stone, should've landed in that town...Ponyville."

"Ponyville?" asked one of the wolves.

"A small village," said Warfang. "It's mostly inhabited by earth ponies with a few unicorns and pegasi, here and there."

"Maybe we can just ask if she's there?" Swiftclaw asked.

"Don't be a fool, Swiftclaw!" Warfang scolded, causing the rust-furred wolf to shrink back. "These are ponies we're talking about. They'd sooner run at the sight of us than talk to us. Go near them and we blow the entire operation."

"...Right, Father," said Swiftclaw, sadly. "I'm sorry."

"Next time, keep your opinions to yourself," said Warfang. "Stormhowl."

"Yes, Father," Stormhowl stepped forward.

"Go and search the borders," said Warfang. "Find out what you can and report back to me...at the Castle of the Two Sisters in the Everfree Forest."

"Understood," said Stormhowl before he turned to the few wolves behind him, Swiftclaw included. "Come, wolves!"

"Yes, Prince Stormhowl!" the wolves answered before they all sprinted off.

"And Swiftclaw!" Warfang called, causing the younger prince to look back at him.

"Yes, Father?" asked Swiftclaw.

"Be sure to watch your brother," Warfang answered. "You might actually _learn_ something, this time."

Hearing that caused Swiftclaw's ears to droop before he heaved a sigh.

"...Yes, Father," he muttered before he ran to catch up with his brother and the small pack that was following him. As he did, he growled deeply in his throat in irritation.

XXX

Meanwhile, at the Castle of Friendship, Twilight and company were sitting around the table and enjoying a hearty breakfast of delicious pancakes. However, as the group ate the pastries, Applejack noticed that Twilight had hardly touched her shortstack.

"Something the matter, Twi?" asked Applejack.

"Huh?" Twilight muttered. "Oh...sorry, I...I guess I'm not as hungry as I thought I was."

"Is something the matter, Twilight?" asked Rarity.

"Well...a little," Twilight answered.

"You're worried about Moonlight, aren't you?" Starlight queried.

"...Yes," Twilight admitted.

"You said she showed up last night, during the storm, didn't you?" asked Rainbow Dash.

"Yes," Twilight replied. "She was soaking wet and cold and...she looked so sad and frightened and alone!"

"Oh, the poor thing," Fluttershy said.

"Well, where's her family?" asked Pinkie Pie. "Aren't they looking for her?"

"...Gone," Twilight answered. "All of them, gone."

Hearing that caused the group's hearts to sink. Even Pinkie Pie, normally cheery and bright-eyed, the very Element of Laughter herself, felt a tinge of guilt in her stomach. Anypony would find that kind of information hard to swallow.

"Oh, my," Rarity whispered with dread. "And you never found out what happened to them?"

"We tried to ask her what happened to them," said Spike, "but...she wouldn't tell us. She just broke down crying."

"All we know is that she's deeply traumatized," said Starlight. "Whatever happened to her, it must have happened, last night."

"...Last night..." Applejack muttered under her breath.

"What is it, Applejack?" asked Twilight.

"Didn't Shining Armor say that a pack of wolves attacked some unicorns last night?" Applejack inquired.

"Actually, he did say that," said Rainbow Dash.

"You don't think that the attack and Moonlight are connected, do you?" asked Starlight.

"It's a possibility," Applejack answered.

"For now, let's not worry about it," Twilight spoke up. "We need to think about what to do with Moonlight, for the time being."

"Well, we can't just send her away, somewhere," Starlight replied.

"And by the sound of things," Fluttershy began, "it sounds to me she doesn't have a home, either."

"What are we gonna do?" Rainbow Dash asked.

"Ooh, ooh!" Pinkie chirped. "Idea coming up! Idea~! She can stay here, in the castle!"

"The castle?" the group repeated.

"Sure!" Pinkie answered. "Why not? It's super-duper HUGE! There's plenty of room for Moonlight to stay!"

"She does have a point there," Applejack said.

"Oh, yes," Rarity agreed, "and what filly doesn't dream of living in a magnificent castle such as this?"

"It does sound like a good idea, right, Twilight?" Spike asked. "I mean, I don't really mind! It'd be kinda fun having an extra roommate!"

"Not to mention she'd probably be safe, here," Starlight added.

"And you can even enroll at the school!" Rarity chimed in. "Of course, when she's good and ready."

"Well?" asked Rainbow Dash. "What do you think, Twilight?"

Twilight pondered for a moment...then pondered a little more before she reached a decision.

"I guess there's no harm in letting Moonlight stay," said Twilight. "Besides, there is plenty of room and she would be safer here than out in Equestria all alone."

"Yay!" Pinkie cheered. "Ooh! Can we throw a party for her? Please, Twilight?! Pretty, pretty please with sprinkles and whipped cream and a cherry on top?!"

"As fun as that sounds," Twilight began, "I don't think it's a good idea to just throw her a party when she's still a little shook up. We should ease her into his new lifestyle before we do anything else."

"Twilight has the right idea," Starlight agreed. "I don't think she's ready for that, yet."

"So no party, for now," Pinkie said. "Right?"

"For now, Pinkie," Twilight affirmed.

"Got it!" Pinkie beamed.

"Excuse me."

Everypony turned to see Moonlight enter the room.

"Well, hi, Moonlight," Twilight greeted. "How do you feel?"

"A little better, now," Moonlight answered. "Are there are any pancakes?"

"There's plenty, sugarcube," Applejack replied. "Help yourself."

Moonlight approached the table, only to look around before she looked up at the older mares and baby dragon. "Umm...where do I sit?"

"Oh, right!" Twilight realized. "Hang on a second."

Using a quick spell, she lifted Moonlight up into the air, then conjured up several cushions, which she piled up into a neat little stack- according to color starting from the darkest on the bottom to lightest on the top- and then gently placed the little filly onto the cushions.

"Umm...thank you," Moonlight said as Spike set down a stack of pancakes for her, and, without a single warning, the filly just buried her face into the stack while munching noisily, which slightly startled the group.

"Well, someone's sure hungry!" Rainbow Dash exclaimed.

"Sorry," Moonlight said, a bit embarrassed of her manners.

"Oh, don't be, sweetie," Rarity answered. "We all have our little...piggish moments."

"That just means you're enjoying them!" Pinkie added.

Moonlight smiled before she kept eating the pancakes.

"So, Moonlight," said Starlight, "we've been talking about you."

"Y-you have?" asked Moonlight.

"Mm-hmm," Twilight nodded. "We were thinking that since you don't have anywhere to go, how would you like to stay here in the castle?"

"H-here?" Moonlight asked. "Are you sure?"

"Of course!" Twilight answered. "There's plenty of room for you, here!"

"Wouldn't you like that?" Fluttershy asked.

"You can even have your own room!" Spike added.

"...I dunno," Moonlight said.

"I know it seems like it's a lot to take in," Twilight said, "but trust me, we'll make sure you feel right at home here."

"And someday, we'll have you enrolled at the school in town," said Rarity. "There, you can meets lots of colts and fillies your age and make many new friends!"

"I...I don't know how to make friends," said Moonlight, causing everyone to gasp. "My family and I were always moving around, so I never got the chance to make any friends...the only one I had was...was Starburst."

"Starburst?" Pinkie repeated.

"My big sister, Starburst Shine," answered Moonlight before she glanced down at her necklace, and soon after, she sniffled as tears began to well up in her eyes, again. "I miss my sister...!"

Twilight reached her right wing over to her and gently pulled the filly to her side, causing her to look up at the Princess of Friendship, who smiled tenderly.

"We know you miss your sister, Moonlight," said Twilight, "but you should know that she's in a better place, now."

Moonlight sniffled and nuzzled Twilight's side.

"And besides," Applejack spoke up, "you've got us now."

"We'll be your friends, Moonlight," Starlight said, warmly.

"Y-you will?" Moonlight asked. "Really?"

"Sure we will!" Pinkie answered.

"The more friends, the merrier," Fluttershy added.

"Especially a friend as awesome as I am," Rainbow Dash grinned, putting a hoof to her chest with pride, which made Moonlight giggle a little.

"Aha!" Spike exclaimed. "Caught you smiling!"

"Well, yeah," Moonlight replied. "I kinda like it here, now."

"That's good," Twilight smiled. "It means you're starting to open up more."

"And if you don't mind me saying this, darling," Rarity spoke up as she eyed Moonlight's necklace, "that is quite the lovely piece of jewelry."

"Yeah, I'll say it is," Spike said with a bit of drool coming out of his mouth.

"Spike," Twilight said in a warning tone, causing him to shrink back with a sheepish grin.

"It was my sister's," said Moonlight as she looked down at the gemstone. "She gave it to me before...before..."

"Err...never mind, darling!" Rarity interjected. "Don't worry about how or when she gave it to you! At least you have something to remember her by."

"...Yeah," Moonlight said.

"Also..." Rarity said as she took a look at the filly's mane and tail, "have you been to a salon, lately?"

"What's a salon?" asked Moonlight, causing Rarity to give a dramatic gasp.

"You've NEVER been to a salon?!" the ivory unicorn asked.

"Like I said, my family and I used to move around a lot," Moonlight answered.

"Well, this will never do!" Rarity exclaimed as she took a strand of Moonlight's mane into her hoof. "Look at all these split ends!"

"Oh, boy, here she goes again," Rainbow Dash muttered in irritation while the others giggled.

"Oh...it's not that bad," Moonlight said. "...Is it?"

"Not to worry, dear," Rarity said. "Thankfully, you have an expert in this castle, and she is none other than _moi_!"

"...Huh?" Moonlight muttered as she tilted her head in confusion.

"Just follow me, Moonlight," said Rarity as she walked off. "It's time you had a little makeover~!"

"O-okay," Moonlight said as she hopped off the cushions and followed after Rarity, while Twilight smiled after her.

"Seems to me she's making good progress," said Starlight.

"I think so, too," Twilight agreed. "I have a feeling she's gonna love it here."

"And who wouldn't with friends like us here?" asked Applejack, causing everypony to chuckle.

However, one thing still bothered still bother Twilight: if the wolf attacks and Moonlight showing up at the castle last night are connected...then what would the wolves want with one little filly?

* * *

Review, please!


	4. Ch 3- Out of Her Shell

**Ch. 3- Out of Her Shell**

* * *

My Little Pony © Hasbro, Lauren Faust

Story and OCs © Me

* * *

Rarity hummed as she sat Moonlight down in front of the sink with an apron wrapped around her. She had gotten an assortment of bottles filled with shampoo, a pair of scissors, a blowdryer, and a brush and comb. Nearby, Twilight and the others stood as they watched Rarity begin her work.

"Now then," Rarity said as she turned the faucet on, "a bit of a soak first." She dipped Moonlight's head back, allowing her mane to be soaked down to the roots, then used her horn to open up a bottle of shampoo, which she squirted onto the filly's mane. "Now for the wash."

She gently scrubbed Moonlight's scalp with her hooves, causing her to sigh pleasantly.

"That feels really nice," said the little unicorn.

"That just means it's working, dear," said Rarity. "This shampoo is made to wash out any dirt and grime and even works as a detangler!" After a good scrub, she ran Moonlight's mane under the faucet again, rinsing out the shampoo, then used a towel to give the filly's locks a rub-down.

"Isn't it amazing, how Rarity gently dries off Moonlight's hair?" Spike asked, causing Twilight and the others to giggle a little.

"A bit of a blow-dry," said Rarity as she turned on the blowdryer with her magic and dried off any remaining water off Moonlight's mane. After that, she took the scissors and trimmed off the split ends, then brushed and combed her mane, giving the ends a bit of a curl before she set the supplies down.

"Am I finished?" asked Moonlight.

"Not quite, darling," Rarity answered as she brought out a bucket full of warm water. "We still have to do your tail. In the bucket, please!"

Moonlight backed up a bit before she placed her tail in the bucket, and Rarity soon repeated the process she did with her mane: wash, scrub, rinse, dry, trim off the end, and then give it a good combing and brushing.

"And now for the final touch," Rarity said as she used her magic to put a little purple bow in Moonlight's mane, right next to her left ear. " _Voila_!" She then took the filly to a mirror. "What do you think, sweetie?"

"...Wow...!" Moonlight whispered as she looked at her reflection, almost unable to recognize the filly on the glass. "I look so...so..." She then beamed brightly. "So pretty!"

"Well, I wouldn't really call it 'pretty'," Rarity said with a bit of pride in her voice. "I'd say you look absolutely fabulous, darling!"

"Thank you, Rarity," Moonlight said. "Umm...how much do I owe you?"

"Oh, absolutely nothing!" Rarity answered. "This is completely _gratis_ , my dear!"

"Really?" asked Moonlight. "I don't have to pay anything?"

"That's how Rarity is," said Twilight. "She's pretty much the embodiment of generosity."

"Oh, Twilight," Rarity said. "You make me blush."

"So," Applejack spoke up, "how do you feel?"

"...I feel..." Moonlight said as she looked out the window, where she saw some chirping birds flying around in the sky among fluffy white clouds. "...I feel like maybe I wanna go outside."

"That sounds like a good idea," said Starlight. "The fresh air might do you some good."

"But what about the wolves?" Spike asked, and hearing that caused Moonlight to freeze.

"W...wolves?" she asked. "W-what wolves?"

"Oh, don't worry, Moonlight," Twilight said. "My brother, Shining Armor, is here. If any trouble happens, he and some of the Royal Guards of Canterlot are here to keep us safe."

"Oh," Moonlight realized. "Well, that's good then."

"Let's go!" Pinkie exclaimed as she bounced out of the room while the others followed behind her. Soon, the group was outside in the afternoon sun of Celestia, and the light caused Moonlight to quickly screw her eyes shut as she shielded them with her hoof. Once she let them adjust, she blinked as she opened them up again and saw the bright blue sky, the fluffy clouds, the birds and even the pegasi flying about. The wind gently blew across the land and the filly smiled as she felt it lightly ruffle her mane and tail.

"Feels good, right?" Rainbow Dash asked.

"It does," replied Moonlight. "It really does."

"Well, since we're out," Applejack began, "how about we take us a nice li'l stroll 'round Ponyville?"

"That sounds nice," Moonlight answered as the group began to walk. "So...what's this place called again?"

"It's Ponyville," answered Fluttershy.

"You've never been here before, huh?" asked Rainbow Dash.

"Uh-uh," Moonlight shook her head. "I mean...my family and I have been to lots of places before: Saddle Arabia, Somnambula, Neighagra Falls...they've even gone to Canterlot before I was born! But...I never been to a place like this."

"My goodness!" Rarity exclaimed. "It sounds to me your family love to travel!"

"Yeah, we do," Moonlight answered. "It's not so bad, really...although your hooves get tired after all that walking."

"You _walked_ everywhere?" Rainbow Dash asked in disbelief.

"Yup," Moonlight asked. "That's what happens when you don't exactly have a home."

Hearing that caused the group to gasp.

"You don't have a home?!" Pinkie questioned.

"Not really," Moonlight answered. "I mean...I was born in a wagon, so I don't really know where I really came from." She then looked up at the sky. "But...I bet a home actually does sound nice...not having to walk around from one place to another...just...settle down, you know?"

"...It does sound nice, doesn't it?" asked Starlight with a tender smile, and the rest of the ponies soon followed this gesture.

"...So, um..." Moonlight said, "what exactly is it that ponies in Ponyville do here?"

Hearing that caused the older mares and the little dragon to look at each other, and they all had these knowing smiles on their faces.

"Well, you really wanna know?" asked Twilight, causing Moonlight to nod her head.

"Well, how 'bout it, y'all?" inquired Applejack. "Wanna show Moonlight how we do things 'round here?"

"Does Discord like to turn rain into chocolate milk?" Pinkie asked. "You know it!"

"...Who's Discord?" asked Moonlight.

"We'll tell you later," Fluttershy answered.

And so, the gang went off to do some of their daily activities. However, as they walked, Fluttershy stopped to look back at the bushes with her ears perked. The yellow-coated pegasi blinked for a second, but then she noticed her friends were getting farther away, so she turned and went to follow after them. However, if she stayed a bit longer, she would've spotted a pair of golden yellow eyes, peering through the shrubs.

"Well, Swiftclaw?" asked Stormhowl as he stood behind his brother with several other wolves. "Do you see the stone?"

"I can't tell," Swiftclaw whispered. "They're getting too far away."

"Then let's follow them," whispered one of the wolves.

"But...it looks like they're heading straight for a town," Swiftclaw answered. "It was hard enough to sneak passed that patrol around the border, it'll be harder to stay out of sight if we follow them all the way into town."

"Dammit," cursed Stormhowl. "He's right. We'll risk getting discovered if we follow after them."

"Then what do we do?" asked Swiftclaw. "We can't just wait here. What if those guards show up and see us?"

"Those guards will be no match for us," answered Stormhowl. "After all, their magic can't do anything to harm us. Remember? Our armor is forged from special metal that absorbs theirs. Take their magic away, and they're just regular helpless ponies, just like you saw last night."

Hearing that caused the other wolves to snicker while Swiftclaw glanced down at the ground in a bit of a solemn manner, which his brother noticed.

"What's wrong with you?" asked Stormhowl.

"...I can't stop thinking about what happened that night," said Swiftclaw. "When we...killed all those unicorns."

Hearing that caused Stormhowl's eyes to go wide while the other wolves blinked in confusion.

"What are you talking about, Prince Swiftclaw?" asked a wolf with grayish-green fur and silver-colored armor.

"...Don't any of you feel...even the tiniest bit of guilt?" asked the younger wolf prince. A beat passed...until the other wolves guffawed, only for Stormhowl to glare at them before he growled.

"Silence!" he ordered, and the wolves soon shut their jaws. "How many times do I have to tell you not to laugh at my brother?!"

"Y-yes, Prince Stormhowl," replied a wolf with grayish-purple fur. "We're sorry."

"Look, Swiftclaw," Stormhowl said. "We are in the middle of changing our pack's future for the better...and Father says that if we have to shed blood here and there in order to gain that future, then so be it."

"But I thought we were just after the Stone of Wishes," said Swiftclaw. "Since when did our goal go from that to slaughtering ponies?"

"I don't really know, myself," Stormhowl said, "but that's what Father taught us and we shouldn't question his teachings."

"...Right," Swiftclaw murmured.

 _'Too bad I've been doing it all my life,'_ he thought.

"Princes!" called one of the wolves as he looked to the west. "That white unicorn stallion! He's coming this way!"

"Crap!" cursed Stormhowl. "Quickly! Fall back to the Castle of the Two Sisters!"

On that, the wolves turned and fled, just as Shining Armor and his patrol began to appear.

"No sign of anything suspicious, Captain Shining Armor, sir," said one of the guards.

"So far, so good it seems," Shining Armor noted...until he stopped at the bushes where the wolves were hiding. The moment he saw those pawprints in the dirt, he glared as he looked off in the direction the pack had run off to. It was bad enough these wolves were pushing their snouts around Ponyville...but now they were poking around near his little sister's castle?

"...I think we might have to up security," he said before he walked off.

XXX

"Geronimo~!"

 **SPLASH!** Applejack leapt into the lake with reckless abandon, spitting out water once she emerged before she turned to the others, who all laughed and cheered for her.

"My turn, my turn!" Pinkie exclaimed as she backed up, then ran to the bank of the lake, jumped up, and tucked herself up into a ball. "Cannonball~!"

 **KERSPLOOSH!** The pink-haired mare plunged into the water, splashing Applejack in the process, which caused her to laugh before she turned to the others.

"Come on in, y'all!" Applejack called.

"Okay, here I go!" Starlight called as she ran to the bank and jumped into the lake as well. She didn't make a very big splash, but she still laughed heartily as she frolicked about in the water, and Applejack and Pinkie soon joined, splash-fighting and spitting water at each other as they played.

"Here I come~!" Rainbow Dash called as she used a tree branch for a diving board and plunged right in, splashing Pinkie Pie as she did so.

"You going in, Moonlight?" Twilight asked.

"I don't know," Moonlight answered with a bit of hesitation. "I mean...Rarity just did my hair and all and I don't wanna mess it up."

"Oh, sweetie," Rarity said. "I know you're being thoughtful, but you don't have to worry. I can fix your mane and tail up again, just like before. Besides..." She began to back away before she looked to the lake. "Even I can have fun, once in a while." On that, she took the plunge, as well, and soon after, Twilight giggled gleefully as she jumped in after her, while Spike, on the other hand, stayed behind on the bank.

"You're not going in, Spike?" asked Moonlight.

"Uh...water? Fire-breathing dragon?" Spike reminded. "We, uh...don't mix."

"Oh...yeah," Moonlight realized before she looked up at Fluttershy. "What about you, Fluttershy?"

"No thank you," Fluttershy replied. "I'm not that good a swimmer, anyway."

"Come on in, Moonlight!" Rainbow Dash called.

"Yeah, the water's great!" Pinkie exclaimed before she held up a rubber ducky. "I brought Quackers~!"

 **Quack-quack!** She squeaked the rubber bath toy in her hoofs, and Moonlight blinked as she looked down at the water, then back at the older mares. The filly seemed to hesitate for a second, her ears pinned back against her head before she turned and walked away.

"Hey!" Rainbow Dash exclaimed. "Where you going?!"

"Oh, no," Twilight said worriedly. "I hope we weren't too pushy."

"Moonlight?" Rarity called, also concerned.

"Moonlight, it's okay!" Twilight called, as well. "You don't have to jump in, right away! Just take it slow!"

A pause...but then Moonlight came dashing over the hill with a determined look in her eyes before she jumped off the bank and into the water, splashing Twilight and Rainbow Dash in the process. After a moment, the filly surfaced with a wide-eyed look...but then she burst out laughing as she splashed her hooves in the water, which caused the others to laugh, as well.

"I thought you'd be a little hesitant to come swimming," Starlight said as she paddled toward Moonlight.

"Are you kidding?" asked Moonlight. "Starburst and I used to go swimming all the time!"

"Well, it's good to see you're enjoying yourself," Twilight said. "I thought that maybe you'd need a little more time."

"Well, after seeing how nice you guys are," said Moonlight, "I figured I could trust you all. Besides, I feel like I'm really having fun, now!"

Twilight smiled at the young filly, glad to see she was beginning to open up just a bit more. For somepony who never made friends, before, Moonlight sure seemed to be getting into the swing of things. Perhaps, though, she and her friends just had that kind of effect on other ponies.

"Hey!" Rainbow Dash called. "Who wants to see me do a bigger splash?!"

"I do, I do, I do!" Pinkie cheered as the rainbow-haired pegasus got out and shook herself dry, then flew up about 15 feet into the air. Moonlight gaped as she saw Rainbow Dash begin to plummet towards the water, and it didn't take long for the gang to scatter before she hit the surface, which created a rather big wave as she did so, and it nearly washed Moonlight onto the bank. Pinkie, on the other hoof, just laughed in her usual manner.

"Again, again!" she exclaimed while the others laughed, as well.

"Some fun, huh, Moonlight?" Applejack asked...but she didn't recieve an answer. "Uh...Moonlight?"

The ponies looked up to see Moonlight shaking herself dry before she walked up to the tree and plopped down on her haunches next to Fluttershy and Spike, who both blinked at her in concern. The others glanced at each other before they all got out of the water, as well, shaking the droplets off themselves before they joined Moonlight's side.

"Everything okay, dear?" asked Rarity.

"I thought you were having fun, back there," said Rainbow Dash.

"Well...don't get me wrong," Moonlight said. "I did like swimming with all of you! It was really nice! It's just..."

"...Are you still thinking about your family?" asked Starlight.

"...A little," Moonlight replied, distantly. "When I started swimming and having fun...I started thinking about Starburst, again...and I started missing her."

Twilight and the others looked at each other in worry.

"Uhh...maybe swimmin' wasn't the best thing to do, right now," Applejack said.

"You're right," Twilight agreed. "We're sorry, Moonlight. We didn't mean to remind you of that."

"Yeah, we were just trying to help get your mind off things," added Rainbow Dash.

"Maybe we should do something else," suggested Fluttershy.

"Ooh, ooh!" Pinkie hooted. "I know, I know, I know! Let's all go to Sugarcube Corner for cupcakes!"

"Ooh, I could go for cupcakes!" Rainbow Dash exclaimed.

"That doesn't sound so bad," Rarity agreed.

"I am getting a little hungry," added Starlight.

"What do you think, Twilight?" Spike asked.

"Cupcakes sound good," Twilight replied. "What do you think, Moonlight?"

"...I do like cupcakes," Moonlight smiled.

"There ya go," Applejack said. "Come on."

"Wait till you try MY cupcakes!" Pinkie chirped as she bounced off with her usual enthusiasm while the rest of the gang followed after her. As they did, though, Twilight glanced down at Moonlight, who looked down at the ground with slight sadness.

 _'She's trying to have fun with us,'_ she thought, _'but she keeps thinking back on her family. She can't help it.'_

She then sighed as she looked away.

 _'What am I doing?'_ she thought. _'I feel like I'm forcing her to hang out with us. What if it's just not time for her to make any friends? What if she actually still doesn't trust us?! What if she's thinking of running away?!'_

"Twilight?" Spike called, causing her to look down at her dragon friend. "You okay?"

"Oh, I'm fine, Spike," Twilight answered. "It's...it's Moonlight I'm more worried about. I mean...I'm glad she decided to get out and hang out with us...but I think maybe we might be going too fast with her progress. It's like she's trying to force herself to be friends with us."

"With all due respect, Twilight," Starlight spoke, "I think maybe, just maybe, you're worrying a little too much. She's trying to get over her loss, and that's what really matters, right?"

"Of course that's what matters," Twilight answered. "I'm just afraid she'll try too hard..." She then shook her head. "Maybe you're right...maybe I am worrying, too much."

"Hey!" Rainbow Dash called from way up in front along with the others. "How long are you slow-ponies gonna take?!"

"We're coming!" called Twilight as she, Spike, and Starlight hurried to catch up. As they did, the purple alicorn glanced down at Moonlight, once more. The filly still looked a bit solemn, but then she glanced up at Fluttershy, who gave her one of her signature kind smiles, and that made the little unicorn smile back at her, and this smile didn't seem at all forced, but rather one that looked like a pony who was beginning to get her confidence back, and seeing that made Twilight smile, as well.

In her worry, Twilight momentarily forget how her friends had this way of bringing somepony out of his or her shell.

* * *

Review, please!


	5. Ch 4- Two Brothers

**Ch. 4- Two Brothers**

* * *

My Little Pony © Hasbro, Lauren Faust

Story and OCs © Me

* * *

The Castle of the Two Sisters was surrounded by Warfang's wolves. Some were lazing around on the ground, others were out on guard duty, and several were busy sparing with each other. However, while some were using their natural born weapons, such as their fangs and claws, other were wearing these helmets that had a looked a bit like Warfang's helmet, except with one heart. They screw their eyes shut as they concentrated, and as they did, this silvery-white aura appeared on the horns of their helmets.

"Fire!" Warfang shouted, causing the wolves to shoot the aura out of their helmets and shatter some nearby boulders. "Excellent. Those ponies won't know what hit them."

The wolves bowed their heads before their king, who dismissed them with a wave of his paw. At that moment, he saw Stormhowl, Swiftclaw, and their small tracking party appear, causing him to smile as he approached his sons, who bowed their heads before him.

"So you have returned, my sons," Warfang said. "Anything to report?"

"We found a castle in Ponyville," said Stormhowl. "It seems that this town also has a princess occupying it."

"A fourth princess?" Warfang asked in slight surprise. "Hmm...how strange. And just what is this princess's name?"

"According to the townsponies that live in this village," said Stormhowl, "her name is Princess Twilight Sparkle. She was actually a unicorn and former student of Princess Celestia before she gained her current status."

"A student of Celestia, eh?" Warfang queried. "How curious. And what of the stone?"

"I couldn't get a good look at-" Swiftclaw started.

"Swiftclaw," Warfang sneered. "I don't believe I was talking to you."

Hearing that made Swiftclaw lower his ears and whine sadly, causing Warfang to sneer at him.

"And stop that whining," the alpha said. "You're not a pup, anymore." He then looked to Stormhowl.

"We couldn't get a good visual," said Stormhowl, "but we're almost certain the stone is in Ponyville."

"I see," said Warfang. "Anything else to report?"

"It seems that some of Celestia's royal guards have set up a perimeter around the town's borders," said Stormhowl. "We actually had to leave to avoid getting spotted."

"How many were there?" asked Warfang.

"Five, from what I saw," Stormhowl answered. "There might be more, though."

"I see," Warfang said as he turned around, contemplating the situation. "...Hmm...actually, if they call for reinforcements, that might work in our favor."

Upon hearing that, the wolves glanced at each other in confusion.

"Uhh...Father?" asked Swiftclaw, causing Warfang to glare at him. "Umm...forgive me for speaking out of turn, but...why would we want them to bring more reinforcements here?"

"Are you that stupid?" asked Warfang. "Think about it. With most of Celestia's army here in Ponyville, who's going to defend Canterlot when we invade it?"

"I see now," Stormhowl said. "Diminish their defenses. Even Celestia, as powerful as she is, can't hold back a whole army."

"Precisely," Warfang answered. "See that, Swiftclaw? Once again, your brother proves who is better."

Swiftclaw only growled in his throat while his father turned and walked away.

"I'll call you once I've made a complete strategy," said Warfang.

Once the King of Wolves had vanished within the castle's shadows, Swiftclaw glared up at Stormhowl, who glanced back at him.

"What's wrong with you?" asked Stormhowl.

"Why should I tell you?" asked Swiftclaw as he turned and walked away, but the elder Wolf Prince only glared after his brother before he began to follow him.

"Swiftclaw," said Stormhowl. "What's going on with you? You've been acting so strange."

"I'm acting strange?!" questioned Swiftclaw. "You're the one who keeps one-upping me!"

"What are you talking about?" asked Stormhowl. "I'm not one-upping you!"

"Oh, don't play dumb!" Swiftclaw barked. "You think I don't know what you really think about me?!"

As the princes argued, the other wolves began to gather around them, some chuckling in amusement, others watching in concern.

"Oh, no, here we go, again," whispered a dark gray wolf in dark blue armor.

"5 bones say Prince Stormhowl wins, again," said a sandy-colored wolf in silver armor.

"Ha! You're on!" exclaimed a dark brown wolf in pine green armor.

"I am so sick and tired of you, ALWAYS kissing up to our Father," hissed Swiftclaw. "You know he thinks I'm inferior to you, and that's why you're always doing your damnedest to outshine me!"

"Swiftclaw, we're _brothers_!" Stormhowl rebuked. "I don't think I'm superior to you! It's just that you keep holding yourself back! That's why you never make any good impressions on Father!"

"Oh, yeah?" Swiftclaw asked. "How about I make an impression...ON YOUR FACE?!" With that, he lunged at Stormhowl, who growled before jumped right back at his younger brother.

XXX

Inside the castle's sanctum, a purplish-gray wolf wearing dark gray armor ran inside to find Warfang.

"My king!" he called. "The princes are fighting, again!"

"Let them be," said Warfang. "They're only venting their frustrations."

"But sir-" the wolf said.

"I said let them be!" Warfang ordered. "Besides...I know who will end up winning."

XXX

"Fight! Fight! Fight! Fight! Fight! Fight!" the wolves chanted as the princes grappled and clawed at each other.

Swiftclaw snapped his jaws at his brother's neck, only for Stormhowl to push him away before he jumped at him and tackled him to the ground. The two brother wolves tussled for a moment before Swiftclaw kicked Stormhowl off, and then the two began to circle each other, snarling and gnashing their teeth. Then Swiftclaw lunged for Stormhowl, who jumped out of the way before he tackled his brother, again, biting his neck, which caused him to yowl in pain as he tried to push the elder prince off. Then Stormhowl threw the younger prince at a rock, causing him to drop to the ground.

"Ooh!" one of the wolves winced. "He's gonna feel that, tomorrow!"

"I think he's feeling it, NOW," said another wolf.

"Well?" asked Stormhowl as he approached his brother. "Are you done, now?"

"...No," Swiftclaw hissed before he jumped at Stormhowl once more, tackling him forcefully, but the elder prince held his ground and instead forced Swiftclaw up onto his hind legs before they began to grapple and bite at each other again. Then, Stormhowl pushed his brother into the castle wall, causing him to drop down to the ground in pain, again. Swiftclaw seethed and panted, but he didn't get back up. Stormhowl glowered down at him...before he offered his paw to him, but then younger prince slapped it away before he stood up, himself.

"Aren't you tired of fighting with me, all the time?" asked Stormhowl. "Why do you have to be so stubborn?"

"Why don't you leave me alone?" Swiftclaw asked before he began to walk away.

"Swiftclaw!" called Stormhowl. "You need understand something! I don't think you're inferior to me! You're my brother! I'll always value you!"

"...You know, there was a time I did think that," said Swiftclaw, "but now...I don't think so, anymore."

With that, he continued to walk away.

"Where are you going?" asked Stormhowl.

"Anywhere!" Swiftclaw replied. "As long as I'm away from you!"

"W-wait, Swiftclaw!" Stormhowl called. "Don't do this!"

"Let him go."

Stormhowl gasped as he turned to see Warfang come out of the shadows.

"If he so chooses, he can come back on his own," said Warfang. "Now then...everyone, gather inside. We will begin discussing the plan."

On that, the wolves began to enter the castle, but Stormhowl remained behind, watching where his brother had walked off to before he heaved a sigh and turned to follow his fellow wolves. As for Swiftclaw, he continued walking through the Everfree Forest, growling in his throat in anger.

XXX

The wolves had gathered into the inner sanctum of the castle, where Warfang stood in the middle with Stormhowl at his side.

"Now then," he said, "the plan is to have the guards increase security around Ponyville. Even with our Mage Slayer armor, they will still try to put up a fight...but then again, if they didn't, that would be rather boring, wouldn't it?"

Some of the wolves snickered at this.

"So, here's the plan," Warfang said. "If we launch an assault on Ponyville, now, it would give those foolish foals a reason to increase their dense around this measly town...and if the filly who has the Stone of Wishes in her possession is there...well...you know what to do."

"Yes, King Warfang," the wolves said.

"And don't take any chances with this Twilight Sparkle," said Warfang. "If you see her...slay her on the spot."

"...Slay her?" Stormhowl whispered.

"Of course," said Warfang. "If she is a princess AND a former student of Celestia, she is a potential threat. The sooner she's taken care of, the better."

"...I suppose that makes sense, Father," said Stormhowl.

"That being said," Warfang said, "Stormhowl, you will lead the assault on Ponyville."

"...Yes, Father," answered Stormhowl.

"And if you're worried about your brother," Warfang began, "don't be. He'll be fine."

"...I suppose so, Father," said the elder Wolf Prince, although he still had a hint of concern in his voice.

XXX

Meanwhile, back at Canterlot, Luna was lying in her bed to catch up on her sleep for the day. She tried to insist that she was not tired and she wanted to help Celestia with the wolf threat, but her older sister would not hear of it. She told the Princess of the Moon to get her rest, for she would need it for when she entered the dream realm, later tonight. As Luna slept, Celestia quietly walked in and, using her magic, gently pulled the blankets over Luna, who sighed contentedly in her sleep.

"Rest well, my dear sister," Celestia whispered before she turned to leave her sister's bedchamber, but stopped when she heard Luna muttering.

"Silvy..." Luna whispered. "Don't go...Silvy...!"

Celestia furrowed her brow in sadness before she looked out the window.

"Many centuries have passed," she whispered, "and yet, Luna still thinks of you...and so do I."

A brief image of Celestia, back when she had just a pink, flowing mane, and Luna, back when her coat and mane were a lighter shade, flashed before the elder princess' mind...and in between the two sisters was a gray wolf, smiling and laughing with the two of them.

"...How...?" Celestia whispered as she looked down in sadness. "How did it come to this...Silverwind?"

* * *

Review, please!


	6. Ch 5- Moonlight and the CMC

**Ch. 5- Moonlight and the Cutie Mark Crusaders**

* * *

My Little Pony © Hasbro, Lauren Faust

Story and OCs © Me

* * *

Meanwhile, at Sugarcube Corner, Moonlight was enjoying a batch of some freshly baked cupcakes, courtesy of Pinkie Pie. The filly lifted her head up from the pastry, a bit of pink buttercream icing on her nose, and the sight made Twilight and the others laugh. Starlight then used her magic to make a napkin levitate and wipe off the icing from Moonlight's nose.

"Thank you, Starlight," said Moonlight.

"How are the cupcakes?" Twilight asked.

"They're yummy!" Moonlight exclaimed. "Thanks, Pinkie Pie!"

"You're welcome!" Pinkie chirped. "Just don't eat too many. The last pony who did that popped like a balloon!"

Moonlight froze just as she was about to eat another cupcake.

"...That's not true, is it?" she asked.

"Relax, kid," Rainbow Dash assured, putting a hoof on the filly's back. "Pinkie likes to kid around."

"Phew!" Moonlight sighed in relief.

"But still," Applejack began, "just be sure to how many you eat, or your belly's gonna be aching worse than my Granny Smith's back after lying on a rock."

Just then, **SMASH!** A soccer ball suddenly smashed through the window, causing everypony to yelp as they ducked under the table. The ball ricocheted off the table, against the display case, bumped against the railing of the stairway, and even off the ceiling before Rainbow Dash suddenly flew out and caught it in her hooves, just as a little bright red pegasus filly with a wavy, light orange mane and tail with a soccer ball for a cutie mark came running in.

"This yours, kid?" Rainbow Dash asked as she handed the ball to the pegasus filly.

"Yeah, thanks," said the filly. "Sorry about that. My name is Thumper! And guess what!" She then showed her cutie mark to the group. "I got my cutie mark, today!"

"No way!" exclaimed Spike.

"Congratulations!" Twilight praised.

"Thanks!" Thumper replied. "I realized I wanted to be a great soccer player when I grow up, and teach other ponies about being a good sport! The Cutie Mark Crusaders helped me!"

"The who?" Moonlight asked.

"The Cutie Mark Crusaders!" Thumper answered before she noticed Moonlight's flank. "Hey! You don't have your cutie mark yet, do you?"

"Uh...no," answered Moonlight.

"You should talk to the Cutie Mark Crusaders, then!" said Thumper. "They can help you get your cutie mark!"

"They can?" Moonlight inquired.

"Sure!" Thumper answered. "If they helped me, they can help you! Anyway, I gotta go! See ya later!"

On that, she buzzed her little wings and flew out the door, but then stuck her head back in and said "Oh, and don't worry about the window! My Mom can fix that!" Then she left.

"Good to see our local Cutie Mark Crusaders are still keeping busy," said Fluttershy with a slight giggle.

"But who are they?" Moonlight asked.

"Oh, they're three little fillies that are about your age," Twilight said. "They help fillies who haven't gotten their cutie marks yet find their hidden talents or what they want to be later in life."

"There's Apple Bloom, my little sister," Applejack said with a bit of pride.

"And there's Sweetie Belle, my sister," Rarity added.

"And my little buddy, Scootaloo," Rainbow Dash chimed in.

"Those three are always together, just like us!" Pinkie piped up.

"Why don't you go and talk to them, Moonlight?" Starlight suggested.

"I dunno," Moonlight said with slight hesitance.

"I'll tell you what," Twilight said. "I'll go with you so you can talk to them. Sound okay?"

"...Okay," Moonlight smiled.

"And I'll go, too," Starlight added.

"We'll all go," said Applejack.

"As soon as we're done with these cupcakes!" Pinkie exclaimed before she swallowed the whole batch in one gulp. "Okay! We're ready!"

The sight caused the group to laugh before they paid for the cupcakes and headed out to the Cutie Mark Crusaders' headquarters.

XXX

"Here we are," said Applejack as they all arrived in the "secret area" of the Cutie Mark Crusaders' headquarters. The group could hear giggling coming from inside it, so they knew that their three favorite fillies must be inside, perhaps revelling in their success that they had helped another one of their friends find her purpose, once more.

"Well?" Twilight asked Moonlight, who looked up at her with hesitance, once more. "Go on and knock on the door."

"...What if they don't like me?" Moonlight asked.

"You never know until you go up and talk to them," said Twilight.

"Besides," Rarity began, "what's not to like about you, darling?"

"And if ya need anything, we ain't too far away," Applejack said. "We'll be on the farm if ya need anythin', sugarcube."

A pause came, but then Moonlight took in a deep breath and walked up the ramp leading to the door, then knocked her hoof on it.

"Umm...hello?" she called.

"Just a minute!" a voice answered before the door opened, revealing Apple Bloom. "Hi! I'm Apple Bloom! Welcome to the Cutie Mark Crusaders headquarters! How can I help you?"

"Uhh...well," muttered Moonlight. "I-I'm Moonlight Essence, and..."

"Yeah?" Apple Bloom asked.

"...Never mind," Moonlight said before she turned and walked away.

"No, no, wait!" Apple Bloom called, causing Moonlight to stop and look at her. "It's okay! Don't leave!"

"I'm sorry," Moonlight said as she turned to face Apple Bloom. "I just never talked with other foals my age...I'm not from around here, so..."

"Oh, I see," Apple Bloom said with a kind smile. "Don't worry! I don't bite! Why don't ya come on in?"

Moonlight looked to Twilight and the others, who all nodded their heads at her, which caused her to smile before she looked to Apple Bloom.

"I'd love to," Moonlight said before she walked inside, which prompted Apple Bloom to shut the door.

"So, anyone up for apple cider?" Applejack asked as she led everypony back to the farm.

"Uh, YEAH!" Rainbow Dash exclaimed.

"I'd love apple cider," Starlight answered.

"Me, too!" Pinkie agreed.

As they left, Twilight glanced back at the Cutie Mark Crusaders' clubhouse.

"Twilight?" Spike asked, causing the alicorn to look at him. "She'll be okay, you know."

"I know," said Twilight. "Still..."

"You've grown really fond of her, haven't you?" asked Starlight. "And you haven't even known her that long."

"I don't know why," said Twilight. "I guess...she's grown on me, somehow. I can't explain why."

"Maybe you'll figure it out over time, Twilight," Rarity said...although she, along with Applejack, seemed to have these knowing smiles on their faces. Even Rainbow Dash had one, to Twilight's confusion.

"What?" asked Twilight.

"Oh, don't worry about it," Rainbow Dash answered. "Come on! Let's get some of that cider!"

On that, the group headed back to the farm for the delicious drink.

XXX

"So your name is Moonlight Essence, huh?" asked Apple Bloom as she and Moonlight entered the clubhouse.

"That's right," said Moonlight.

"That's a pretty name!" Apple Bloom answered before she gestured to Sweetie Belle and Scootaloo, who were giggling together. "These are my two best friends, Sweetie Belle and Scootaloo!"

Upon hearing themselves being mentioned, Scootaloo and Sweetie Belle turned and smiled.

"Hi!" Sweetie Belle greeted.

"How's it goin'?" asked Scootaloo.

"Hi," Moonlight greeted back. "So...you guys are called the Cutie Mark Crusaders?"

"That's right!" Scootaloo answered. "We help other fillies and colts get their cutie marks!"

"And by the looks of it," Apple Bloom said as she observed Moonlight's blank flank, "it looks like you still haven't gotten yours yet."

"Yeah," said Moonlight. "I'm still waiting for it to show up...but so far, nothing's happened yet."

"Well, you can't just get it by waitin'!" Apple Bloom said. "Ya gotta find out what yer special talent is, or what yer meant to be when ya grow up!"

"Twilight and...my sister said the same thing," said Moonlight with a bit of sadness in her voice, but not enough for the Cutie Mark Crusaders to notice. "So...how did you guys get your cutie marks?"

"We got ours at the same time!" Scootaloo answered, showing off her cutie mark along with Apple Bloom and Scootaloo. "See? They even look the same!"

"But...what do your cutie marks mean?" asked Moonlight as she looked at them.

"At first, we thought we had to find our cutie marks by finding out what our special talents were," Sweetie Belle answered, "but then we helped out one of our friends, Diamond Tiara, realize what her cutie mark is meant to do."

"That's when we found out that our special talent is helping others discover what they're meant to be," said Apple Bloom.

"We even started a summer camp to help other fillies and colts find their cutie marks!" Scootaloo added.

"Wow...!" Moonlight whispered in amazement.

"We just got through helping Thumper get her cutie mark, today," Apple Bloom said. "And we'll help you, too, if you want!"

"And don't worry," said Scootaloo. "There's no big rush, right?"

"...No," said Moonlight, a smile forming on her muzzle. "I guess there's not!"

"See?" Sweetie Belle asked. "I think we're all gonna be really good friends!"

"Oh! That reminds me!" Apple Bloom exclaimed before she went to a nearby box and picked up a familiar red cape with a blue emblem resembling a foal rearing up on their hind legs with a smile on their face. "Here! Put this on!"

"What is it?" Moonlight asked.

"It's the official Cutie Mark Crusaders emblem!" exclaimed Scootaloo. "Sweetie Belle made it herself!"

"It's just something for you to wear until you get your cutie mark," said Sweetie Belle.

"Wow, for me?" asked Moonlight as she put it on. "Thanks, you guys."

"Just one more thing," Apple Bloom said as she went up onto the podium and banged the gavel. "We hereby nominate Moonlight Essence to be a new member and friend to the Cutie Mark Crusaders! What do ya say, Moonlight?"

"...I'm...I'm honored," Moonlight said. "Thank you!"

"Anyone opposed to this, say 'neigh'!" Apple Bloom said, and yet Scootaloo and Sweetie Belle had no objections. "That settles it! Welcome to the Cutie Mark Crusaders, Moonlight Essence!"

"Yeah!" Scootaloo cheered.

"Congratulations!" Sweetie Belle said as she hugged Moonlight, who seemed a bit taken back by the gesture, but then she laughed.

"Boy," Moonlight said. "I can't believe it...first Twilight lets me stay at her castle...then she and her friends show me around and play with me...and then you guys wanna be my friends, too!" She then looked down at her necklace. "It must be my sister's lucky necklace."

"Ooh~!" Sweetie Belle chirped. "It's pretty!"

"Is that thing real gold?" asked Scootaloo.

"Did yer sister really give that to ya?" Apple Bloom asked.

"Uh-huh," Moonlight nodded. "She gave it to me to...to remember her by..." She then sighed sadly.

"What's the matter?" asked Scootaloo, worriedly. "Something wrong?"

"...I just...really miss my sister," said Moonlight. "She...and my parents...they're all..."

Almost instantly, Apple Bloom approached her and gently put her hoof on her shoulder.

"It's okay," Apple Bloom said. "You don't have to explain...my parents are gone, too."

"Oh," Moonlight said. "I'm sorry, Apple Bloom."

"Don't be sorry!" Apple Bloom replied. "They're in a better place, now, and that makes me feel better, even if they're not around, anymore. Besides, I got my big brother and sister, and my Granny to look after me!"

"...You're lucky then," said Moonlight. "At least...you have someone to look after you, still...but I'm all alone."

"No you're not!" Sweetie Belle countered. "You have us now, and Twilight and Applejack and Rarity, too!"

"And don't forget Rainbow Dash!" Scootaloo added. "She'll always have your back, and so will we!"

Hearing that caused Moonlight to smile at the trio, who smiled back before they all gave her a reassuring hug.

"Thanks, you guys," said Moonlight.

"Hey!" Applejack exclaimed. "How about some nice, cold apple juice to celebrate?"

"That sounds nice," Moonlight answered.

"Yeah, and maybe tomorrow, we can work on you getting your cutie mark!" Scootaloo said as the fillies headed out the door.

"Is there anything you like to do?" Sweetie Belle inquired as they all carefully walked down the ramp.

"Well, I do like reading," Moonlight answered. "Oh! And I also like to paint!"

"Readin', paintin'," Apple Bloom listed. "Hmm...those sound pretty good. What else do you like to do?"

Moonlight opened her mouth to answer...but then her eyes caught sight of something from behind the bushes: a pair of icy blue eyes, glaring at her through the foliage, growling viciously...and she saw several others, looking through the shadows as well.

"...Run...!" she whispered as she began to back away.

"Ooh, running!" Scootaloo exclaimed, not really seeing the anxiety in the filly's eyes. "Maybe you could be a track star!"

"Uh...Scootaloo?" Sweetie Belle asked as she and Apple Bloom glanced back with nervousness. "I think she means-"

Before the young pegasus could process what Moonlight meant, all of a sudden, a pack of wolves suddenly leapt out from the bushes with vicious barks, which caused the fillies to shriek as they began to gallop away, but the wolves were in hot pursuit and gaining fast. One of them even snapped at Sweetie Belle's tail, which caused her to yelp in fright as she kept running.

"What are we gonna do?!" Moonlight questioned.

"There's only one thing to do!" Apple Bloom cried before she took in a deep breath and screamed at the top of her lungs, "APPLEJAAAAAAAACK!"

XXX

Applejack put down a tray of apple cider for her friends, when all of a sudden, she gasped as she heard the sound of her sister, screaming her name.

"That sounded like Apple Bloom!" she exclaimed.

"RAAAAARITYYYYYYYYY!"

"Sweetie Belle!" Rarity cried in shock.

"RAINBOW DAAAAAAAAAAAAASH!"

"Scoots!" Rainbow Dash called, and on that, the group hurried outside. Once there, they found the Cutie Mark Crusaders, along with Moonlight, running right towards the barn as fast as they could, and not too far from them was the wolf pack!

"Wolves!" cried Starlight.

"And they're wearing armor!" Spike added. "Just like Shining Armor warned us about!"

As the Cutie Mark Crusaders kept running, the wolves began to draw closer and closer behind Moonlight, who gasped as she tried to pick up speed to get some distance away from them. Twilight gasped, as well, but then she growled as she flashed her horn, which caused her to vanish, before she then reappeared in between the wolves and the Cutie Mark Crusaders. Then, she aimed her horn at the wolves and fired a beam at them, causing a cloud of smoke to appear...but when it dissipated, Twilight gasped upon seeing that the wolves looked entirely unfazed by the magic. They snickered, mockingly, as they began to advance toward Twilight, who gulped as she backed away, but just when one wolf lunged at her and the fillies... **BAM!** A rainbow blur blitzed by and tackled him out of the air, causing him to grunt in pain as he felt to the ground.

"Nice try, wolf breath!" Rainbow Dash shouted, and not long after, Applejack came charging with Big McIntosh, the former delivering a forceful kick to another wolf's jaw while the latter tackled them away with his strength.

"Good job, Big McIntosh!" Applejack praised.

"Eeyup," Big McIntosh replied.

However, they didn't give up yet, for they got right back up. The ponies stood their ground while Rarity, Starlight, Pinkie Pie, and Spike joined them. As for Fluttershy, she hurried to get the fillies to safety.

"Three earth ponies, three unicorns, a pegasus, and a puny dragon," said one of the wolves with a cocky smirk. "And there's 6 of us. Maybe you outnumber us...but as long as our Mage Slayer armor cancels out your silly magic, you unicorns don't have a chance."

"Hahahahaha!" laughed another wolf. "Yeah! How do you think we slaughtered all those unicorns that were on their way to Canterlot?!"

"So it was you," said Twilight. "What do you wolves want?!"

"That's none of your business," said a third wolf before they wolves began to advance. "Let's just make this quick. So, boys, let's take our pick."

"I'll take the white unicorn," said a wolf as he licked his chops. "She looks pretty dainty...should make for some tender eating."

"Oh, well, how flattering," Rarity said, nervously.

"The pink one should make for a nice dessert," said another wolf.

"Uhh...which pink one?" asked Starlight as she glanced at Pinkie.

"I dunno," said Pinkie. "Maybe he's talking about me?"

"How about we save the princess for King Warfang?" asked the wolf leading them.

"Who?" Twilight asked.

"Look, you fleabags!" Rainbow shouted. "Nopony here is on the menu!"

"Yeah, so y'all can just get back to where ya came from!" Big McIntosh demanded, stomping his hoof on the ground for emphasis.

"We got enough trouble as it is with timber wolves, showin' up 'round here, now and then," said Applejack. "We don't need wolves like you around, makin' more of a ruckus!"

"We weren't asking your permission," said the lead wolf.

"Spike," whispered Twilight. "Get ready."

Spike nodded his head before he glared at the wolves, who growled as they got ready to lunge.

"Now!" Twilight shouted, on that, Spike took in a deep breath and blew out a stream of green flames, causing the wolves to yelp in fear before they turned and fled. One wolf even had his tail caught on fire, which forced him to drag his hindquarters along the dirt in order to put it out.

"Hahahahahaha!" Rainbow Dash laughed as she pointed after the wolves. "See ya later, you mangy wastes of fur!"

"That was close," Applejack said as she and her brother stomped out any stray embers that might've gotten on the ground.

"Thank you, Spike," said Rarity, causing Spike to blush as he scratched the back of his head.

"Yeah, well...y'know," the little dragon said. However, it seemed that their victory was short-lived, for soon, the group could hear screaming coming from town.

"WOLVES! THERE ARE WOLVES IN PONYVILLE!"

"...Uh-oh," Twilight whispered before she looked to Fluttershy and Big McIntosh. "There's trouble in town! Stay with the girls in case those wolves come back!"

"We understand," Fluttershy answered. "Go."

On that, Twilight, Applejack, Rainbow Dash, Starlight, Pinkie, and Spike headed towards the town while the Cutie Mark Crusaders and Moonlight watched them, the latter looking very worried.

"...Please be careful...!" she whispered.

* * *

Review, please!


	7. Ch 6- Attack on Ponyville

**Ch. 6- Attack on Ponyville**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

"RUUUUUUUUUUUN!" screamed a Pegasus mare as she ran away from a couple of wolves. In fact, almost all of Ponyville was in chaos, and Discord wasn't even here! The wolves were everywhere, running rampant in the streets, chasing ponies and destroying property.

While some ponies ran to hide, others were doing their damnedest to fight back. Some stallions were protecting their marefriends, kicking the wolves in their faces when they got too close, while some mares were trying to take a more strategic approach, like feigning injury or hiding behind crates and boxes before they attacked. Meanwhile at Sugarcube Corner, Mrs. Cake was trying to keep her babies, Pound and Pumpkin, calm so they would not cry and draw the attention of the wolves while Mr. Cake tried to lock the wolves out and bar the doors and windows shut.

With Lyra, she grunted as she tried to run away from the wolves, but one of them got a good bite on her left hind leg. The pain from the wound had slowed her down, significantly, allowing one of the wolves to catch up to her, but just as it looked like she was about to be devoured...

"Lyra!"

Suddenly, BonBon appeared and tackled the wolf away, to Lyra's relief.

"BonBon!" she exclaimed as she limped up to her.

"Are you okay?" asked BonBon.

"I'm fine," Lyra answered. "At least, now that you're here."

However, it seemed too early to be relieved just yet, for the wolf soon went back for more. BonBon growled before she rushed the wolf and sucker punched him with her hoof, sending him down to the ground. Not too far from them, Berry Punch was trying to fend off the wolves while she tried to keep her daughter, Ruby Pinch, behind her, but just when they were about to go in for the attack, several glass bottles dropped down the ground, creating a sparking flash of light that frightened the wolves away. Berry Punch blinked in confusion before she looked up and smiled upon seeing Zecora, standing up on the roof.

"Thank you!" Berry exclaimed, causing Zecora to nod.

Meanwhile, Derpy was trying to fly away from some of the wolves, who jumped up and tried to bite at her wings in order to drag her down to the ground. In her desperation to get away, she unwittingly bumped into a stack of crates, which toppled over and soon collapsed, burying the wolves underneath them while Derpy blinked down at the mess with her eyes in their usual crossed manner.

"Did I do that?" she asked.

At that moment, Twilight and the others soon appeared, and they gasped at the destruction that was taking place in their town.

"This ain't good," Applejack said as she looked around.

"Quick, we have to help everypony!" exclaimed Twilight.

"Way ahead of ya, Twilight!" Rainbow Dash shouted as she flew on ahead towards a bunch of wolves that were about to pounce on Cheerilee and some of her students. The cyan Pegasus punched and kicked away the armored lupines while Cheerilee took the chance to run for it, herding the children along with her. One wolf managed to tackle Rainbow Dash to the ground and pinned her, but she smirked as she kicked the wolf in the gut and sent him crashing into a wall.

"Who else wants some?!" questioned Rainbow Dash. "Huh?! Bring it on!"

The wolves growled as they tried to surround her, but she proved to be hardier than most ponies. Meanwhile, Applejack used her lasso to muzzle one of the wolves' jaws shut, then jumped onto his back. He growled as he tried to shake her off, but she held on tight to his back.

"Yee-haw!" she exclaimed as she threw her hat into the air. "Get along, li'l doggie!"

"I am NOT a dog!" the wolf barked.

As for Rarity, she found herself backed up against the Carousel Boutique as the wolves advanced toward her, but the ivory unicorn soon used her magic to levitate several ribbons, which she then used to tie the wolves' mouths shut.

"Somepony should teach you barbarians some manners," Rarity scolded as the wolves tried to get the ribbons off, but to no avail. Meanwhile, Pinkie had managed to get back to Sugarcube Corner, and after doing some rummaging around, she soon found what she was looking for: her Party Cannon. Not a moment too soon, either, because the wolves were right behind her, preparing to have her for their snack...or so they thought.

"SURPRISE!" Pinkie exclaimed as she fired the cannon, which made a loud **BOOM** as balls of confetti hit the wolves in their faces, which disoriented them a bit. However, when they went to try and attack Pinkie again, they gasped upon seeing she was gone.

"Hey! Where'd she go?!" asked one of the wolves.

"Yoo-hoo~!"

The wolves looked up to see Pinkie standing on the roof, holding what looked like...

"BOMBS?!" the wolves questioned before they turned and fled, while Pinkie giggled gleefully as she hurled several bombs at the wolves. When they exploded, however, confetti would burst out with a loud pop..of course, the wolves didn't know that, since they were too busy running away, since they thought the popping was them sound of the bombs bursting into flames.

As for Twilight, Starlight, and Spike, they were trying to help other ponies get to safety.

"Everypony hurry!" Twilight called. "Get to the Town Hall!"

"Nopony panic!" Starlight added.

"Single file, okay!?" Spike asked.

"Thank you, Twilight!" said Mayor Mare.

"Don't thank me yet!" Twilight replied. "Hurry and get everypony to safety! Hopefully, these wolves will give up!"

"I don't think so."

The ponies froze before they turned to see Stormhowl, who growled deeply in his throat as he glared at them.

"They won't leave until we find what we're looking for," Stormhowl began, "or until I call them back."

Twilight glared back as she stepped forward, to Spike and Starlight's worry.

"So...you must be Warfang," said Twilight.

"Correction," Stormhowl said. "I am Stormhowl, the Wolf Prince. My pack and I hailed from the Jagged Fang Mountains, far to the north, beyond the Crystal Empire. My Father, King Warfang, ordered us to come here in search of a powerful artifact."

"Well, whatever this artifact is," Starlight began, "it's probably not here, so you can just take your wolves and go back where you came from!"

"Yeah!" agreed Spike.

"You know," Stormhowl began, "I don't like it when someone tests my patience. My brother already tested mine, today."

"Look," said Twilight, "everypony here is just trying to have a nice, peaceful day. We don't want anymore trouble...so, as the Princess of Friendship, I ask that you please leave us alone."

A pause...but then Stormhowl growled.

"Sorry," he said, "but I'm afraid I'm not going anywhere." On that, he tackled Twilight and pinned her against the ground, pressing her paw up against her neck with great force, which caused her to gag as she struggled to push the elder Wolf Prince off.

"Twilight!" Spike and Starlight cried as they ran to help her, but Stormhowl kicked them both away before they could get close.

"Oh, no!" shouted Rarity, getting Pinkie's, Applejack's, and Rainbow Dash's attention. "Twilight's in trouble!"

"Twilight!" Pinkie cried.

"Now then," Stormhowl began as he squeezed Twilight's neck, causing her to gag even more, "where...is...the stone?"

"Stone...?!" Twilight asked.

XXX

Back at Sweet Apple Acres, Big McIntosh and Fluttershy were in the barn, keeping a lookout for any wolves that would approach. Behind them, the Cutie Mark Crusaders and Moonlight whimpered worriedly, clearly still shook up from when the wolves chased them, but Fluttershy turned and gently shushed as they gathered around her.

"It's okay, girls," said the yellow Pegasus as she wrapped her wings around them. "No mean wolves are going to come after you."

"Fluttershy?" asked Moonlight. "Twilight and the others are gonna come back, right?"

"Of course, they are," Fluttershy assured. "They're my friends and they've always pulled through."

"She's right, ya know!" Apple Bloom added. "My sister and her friends, includin' Fluttershy, have pretty much saved all of Equestria on a regular basis!"

"Wait...what?" asked Moonlight.

"It's true!" Scootaloo clarified. "They saved Equestria from Nightmare Moon, Discord, the Changelings, Lord Tirek...they even saved the Crystal Empire, like THREE TIMES, now!"

"It's because of how amazing they are that they inspire us, everyday!" Sweetie Belle added.

"Wow," Moonlight said in amazement. "So...they're like heroes?"

"You could say that," Fluttershy said.

"Don't wanna put a damper on things," Big McIntosh spoke up, "but I think we got company."

Fluttershy looked out the window...only to gasp upon seeing Swiftclaw, wandering around the acres. He was just...pacing around, looking angry and muttering things to himself.

"Oh, no," Sweetie Belle bemoaned. "Not another one!"

"Stay here," Big McIntosh said. "This shouldn't take long."

"Be careful, Big Mac!" Apple Bloom warned her brother.

"Eyup," Big Mac nodded before he charged outside, and the sound of his thundering hooves caught Swiftclaw's attention. Before the younger Wolf Prince could process what was going on, the bright red stallion tackled him with his brute strength, causing him to cry out in surprise before Big McIntosh stamped his hooves against the wolf.

"Hey, what gives?!" questioned Swiftclaw. "Get off me!"

As Big McIntosh kept Swiftclaw pinned, Moonlight watched with great fear as she hid behind Fluttershy.

"...It's him...!" she whispered.

XXX

Back in Ponyville, Twilight continued to struggle against Stormhowl, who growled as he bared his teeth at her, his paws still squeezing her throat.

"Last chance, Princess," he said. "Where. The hell. Is the stone?!"

"I don't know what you mean!" Twilight cried.

"Wrong answer!" Stormhowl barked as he prepared to sink his fangs into her neck...until a white blur collided with him and sent him crashing to the ground. Twilight gasped for air as she sat up, only to see that the one who saved her was her one and only big brother.

"Shining Armor!" Twilight exclaimed while Spike, Starlight, Applejack, Rarity, and Rainbow Dash sighed in relief.

"Thank Celestia," Rarity whispered.

"You stay away from my little sister!" Shining Armor demanded.

Stormhowl growled as he stood up and shook his head, then glared at Shining Armor as he turned to face him.

"You'll regret that...!" he hissed.

"Shining, be careful!" Twilight warned. "His armor! Your magic won't work on it!"

"Looks like we'll have to do this the old fashioned way," said Shining Armor as he pawed the ground. Stormhowl barked as he lunged at the unicorn stallion, who jumped out of his way and swung his front hooves down on him. The wolf dodged before he tried to circle around Shining Armor, but he just kept turning around to face him, not wanting to turn his back on him, knowing that he would be a sitting duck if the wolf got on top of him and got a hold of his neck. Then, Shining Armor thrust his horn at Stormhowl's face, attempting to stab his cheek or gouge out an eye.

"Be careful!" Starlight called.

"Oh, man, I can't watch!" cried Spike as he covered his eyes. "Tell me when it's over!"

"Come on, Shining Armor, you can do it!" Rainbow Dash cheered.

Twilight winced, anxiously as she watched her brother try to fight Stormhowl off. When it looked like Stormhowl was about to jump at him from behind, he delivered a powerful kick to the elder Wolf Prince's jaw, sending him to the ground again.

"Had enough, yet?" Shining Armor asked as he approached the wolf...who soon jumped to his paws and swiped his claws at the Captain of the Royal Guard's left eye, causing him to cry out in pain as blood sprayed into the air.

"SHINING ARMOR!" cried Twilight as Stormhowl tackled him. The two wrestled about, kicking up dust as they did, and the resulting fight forced a few ponies to jump out of the way before they both went crashing into a house. Twilight and the others gasped in shock, the former waiting in anticipation. Her heart pounded, fiercely, and she chewed her lip as she waited for some sort of sign. Just then, she heard movement, causing her to gasp silently. Then...Stormhowl came flying out of the house and crashed into a wall. Not long after, Shining Armor emerged, his left eye dripping with blood as he kept it closed, and his right flank also bearing deep bite marks, although they didn't really hit his cutie mark.

"...Get lost...!" Shining Armor seethed, while Stormhowl glared back at him, a deep cut on his right cheek...but then he got up and threw his head up to the sky, releasing a long howl. The sound soon summoned the other wolves to his side.

"You win...for now," Stormhowl began, "but this ISN'T over!"

On that, the wolves fled while Shining Armor grunted in pain from his wounds.

"Shining Armor, are you okay?" Twilight asked, worriedly.

"Heh," Shining Armor smirked. "I'm fine, Twily...trust me, I've been through a lot worse." He then grunted in pain.

"That was much too close," Rarity said as she joined Twilight's side. "Do you know what that wolf would have done to you if your brother hadn't arrived?"

"I actually don't wanna think about it," said Twilight.

"What was he talking about?" Starlight asked. "Looking for a stone?"

"I hope he doesn't mean my sister, Maud's, pet rock, Boulder!" Pinkie exclaimed, worriedly.

"Whatever he meant," Spike began, "I'm glad he's gone."

"For now, that is," Applejack pointed out.

"Yeah, you heard him!" added Rainbow Dash. "This isn't over!"

"What should we do?" Starlight asked.

"I have to report to Princess Celestia," said Shining Armor. "I have to ask to send more guards here. Five just won't be enough to defend Ponyville."

"That's probably a good idea," said Twilight as she stood at her brother's side, allowing him to lean on her as he groaned. "In the meantime, we're taking you to the doctor. If we let those wounds fester, you could get an infection! Or worse, scars!"

"What's so bad about scars?" asked Rainbow Dash, causing everypony to glare at her. "...Right, sorry, not helping."

"Shining Armor, sir!"

Shining Armor turned to see a couple of Royal Guards approaching with Big McIntosh, Fluttershy, the Cutie Mark Crusaders, and Moonlight, and being dragged along behind them...was Swiftclaw, hogtied in rope.

"This wolf was caught, roaming around Sweet Apple Acres," said one of the guards.

"Rrrgh!" Swiftclaw grunted. "Dammit, let me go!"

"What should we do with him, sir?" asked the other guard, while Shining Armor glared down at Swiftclaw.

"...Take him to my sister's castle and lock him up," he ordered. "One way or another, we're going to find out what these wolves want."

Hearing that caused Swiftclaw to gulp while Fluttershy looked at the younger Wolf Prince in concern.

* * *

Review, please!


	8. Ch 7- Ponies and Wolves Can Be Friends

**Ch. 7- Ponies and Wolves Can Be Friends**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

It was almost sunset in Ponyville. The citizens were fixing the damage that had been done during the attack, while those had been injured were sent to the hospital. At the Castle of Friendship, Twilight and the others were sitting around the Cutie Map, among them being Shining Armor, who had a patch over his eye where Stormhowl scratched him, and bandages on his flank, and the Cutie Mark Crusaders, who sat with their respective sisters/sisterly figures.

"So, what should we do with our prisoner?" asked Rainbow Dash.

"He won't tell us why these wolves are here," said Starlight.

"Or what they want," Applejack added.

"And most of all," Twilight began, "I'm worried about Moonlight. She won't come out of the bedroom, no matter what I do. She's gone back to being traumatized all over again."

XXX

Inside Twilight's bed chamber, Moonlight was hiding under the blankets, sniffling and whimpering as she hid her face in her forelegs. She had been like this ever since the gang had brought Swiftclaw into the castle. As she looked down at her necklace, the gemstone glowed softly again, causing her to hug it close to her heart.

"I won't let anypony take this from me," Moonlight said. "I promised you...right, Starburst?"

In her mind, a brief image of the unicorn that Warfang was eating last night appeared, only she was whole and was smiling at Moonlight, broadly. However, the image only brought Moonlight to tears, once again, as she kept hugging the necklace.

XXX

"She ain't the only one who's spooked," said Applejack as she gently stroked Apple Bloom's mane. "Ever since those varmints showed up, Apple Bloom's been plumb terrified!"

"And poor little Sweetie Belle," Rarity said as she held her little sister close to her. "She refuses to be left alone."

"And let's not forget Scoots, here," Rainbow Dash added as she glanced down at Scootaloo.

"We have to find out what those wolves are doing here," Shining Armor spoke up.

"All we know is that they're after some rock," said Rainbow Dash, "and NO, Pinkie, they're not after your sister's pet rock."

"You don't know that!" Pinkie countered.

"I talked to Princess Celestia," Shining Armor said. "She's going to send more royal guards here to Ponyville in the morning."

"I feel a little safer, knowing that," said Twilight. "Thank you, Shining Armor...but...what about your eye?"

"I'll live," Shining Armor assured with a slightly smug grin on his face. "Besides...Cadence might find it a little more appealing."

"Oh, ha-ha," Twilight said sarcastically, although she smiled, too, but then she noticed Fluttershy, who was stroking her mane with apprehension. "Fluttershy?"

"Huh?" Fluttershy asked in slight surprise.

"You haven't said a word since we got back," said Spike. "Everything okay?"

"Oh...yes," answered Fluttershy. "I'm fine."

"Are you sure?" asked Starlight.

"Mm-hmm," Fluttershy nodded.

"Well, I dunno about y'all," Applejack began as she looked down at Apple Bloom, "but I gotta get this sugarcube back to Sweet Apple Acres for her bedtime."

"I gotta get back home, too," Rainbow Dash said as she got up to leave. "Come on, Scootaloo."

"I-I'm coming," Scootaloo said, nervously, as she followed after her.

"Let's go, Sweetie Belle," Rarity beckoned as Sweetie Belle walked alongside her.

"Maybe Shining Armor should escort you guys," suggested Twilight.

"Uh...hello~?" Rainbow Dash asked. "This is ME we're talkin' about? I'm not afraid of any wolves. Besides, I can _fly_ , and I live in a cloudiminium. Those fleabags aren't gonna reach me, up there."

"And Big McIntosh is outside," said Applejack. "He'll take us home."

"I don't mind being escorted, though," Rarity said. "That is...if it's all right with you, Shining Armor."

"Only to make sure you and your sister get home, safely," Shining Armor answered.

"I could've walked her home..." Spike grumbled under his breath.

"I gotta get home, too," Pinkie said. "I need to reload my party cannon and make more confetti bombs!"

"I think I'll just stick around here," Fluttershy began, "just a little longer."

"If that's what you want to do," Twilight said. "In the meantime, I'm going to check on Moonlight to see how she's doing."

"I'll go with you," Starlight said as the group dispersed from the table. As they did, Fluttershy glanced back at one of the castle corridors with a bit of worry on her face.

XXX

In one of the empty rooms, Swiftclaw was lying on the floor with an expression of worry and...perhaps confusion. He sighed as he glanced up at the ceiling. It was dark in the room, so he couldn't really see much of anything. However, he heard the sound of hooves clopping against the floor before he heard the creaking of the door. He gave a loud bark at the intruder...only to see that it was Fluttershy, who had a bowl of water in her hoof, which she put down in front of the wolf.

"Here," she said. "You must be thirsty."

"...Thanks, but no thanks," Swiftclaw answered as he turned away, but Fluttershy just stood there, causing him to glance back at her before he growled a bit in annoyance. "Aren't you gonna leave? What, are you gonna try and make me talk, like your friends did? Well, forget it! I don't know anything!"

"I just thought you could use a drink of water," Fluttershy said.

"...You're not here to make me talk?" asked Swiftclaw. "You're not gonna...torture me?"

"Why would we do that?" Fluttershy asked.

"Because you're the enemy!" Swiftclaw answered. "Father says you'd rather run away from us than look at us!"

"To be fair," Fluttershy began, "you did attack our home."

"I didn't attack anyone!" Swiftclaw argued. "That was my brother! He..." He trailed off as his eyes softened sadly, then turned away from the yellow Pegasus. "Forget it."

Fluttershy blinked in concern before she went over to the wolf's side.

"Are you okay?" she asked.

"...Honestly...no," Swiftclaw answered. "I'm...I'm so...conflicted."

"...Maybe talking about it will help you feel better," Fluttershy suggested, causing the younger Wolf Prince to look at her. She smiled up at him, warmly as she gently placed her hoof on his paw. He flinched for a second...but then accepted it before he sighed.

"...My brother, Stormhowl, and I were...very close," Swiftclaw said, "but then, as we got older, things changed. Our Father started to favor him more than he did me. Even the rest of our pack held my brother in high regard."

"Oh, dear," Fluttershy said, worriedly.

"At first, I thought it was okay," Swiftclaw continued, "but...as time went on, I felt more...out of place. Almost like I didn't belong. Sometimes, my brother and I would end up fighting...more physically than verbally. In fact, today, we had another one...and I lost...as usual."

"Did you try and talk to your brother?" Fluttershy asked.

"I did," Swiftclaw answered, "but he continues to pretend nothing's wrong. Sometimes, it makes me so angry that Stormhowl can always win over my Father without even trying, but when I try my hardest, all I get is 'Shut up, Swiftclaw' or 'Don't be a fool, Swiftclaw', and even 'Why can't you be more like your brother?'! It's just so...so...!"

"Frustrating?" Fluttershy asked.

"...Yes," Swiftclaw answered. "Just once, I wish I could make my Father proud of me...or at least get my brother to see me as his equal."

"Maybe he does," Fluttershy replied.

"What do you mean?" Swiftclaw asked.

"I'm sure your brother knows you feel bad," Fluttershy said. "Maybe if you told him from the bottom of your heart how you really felt...it might bring you two closer, again."

"...I don't know," Swiftclaw answered. "What if it turns out he does think he's better than me?"

"You won't know that until you actually try to talk to him," said Fluttershy.

"...This...this is amazing," Swiftclaw said as he looked to the yellow Pegasus. "No one's ever spoken to me so kindly before...except for..."

"Except for...?" Fluttershy repeated.

"...Our Mother...Mooneyes," Swiftclaw answered before he sighed wistfully. "She was...beautiful...a white wolf with these beautiful blue eyes that glowed like the moon. She loved us both, very much...in fact...you remind me of her, almost."

"Do I?" asked Fluttershy.

"Yes," Swiftclaw said. "She was very sweet, and everyone...even my Father loved her very much." He then sighed sadly.

"...Is your mother gone?" Fluttershy asked.

"Yeah," answered Swiftclaw. "She got very ill and...she just passed on. We were still pretty young, back then...so it really broke our hearts. Even our Father mourned her."

"I'm so sorry," said Fluttershy.

"It's not your fault," Swiftclaw assured. "These things happen...of course, after our Mother passed...that's when Father started to get so strict with us. He put us on a harsh training regimen...although, I got most of it. Ever since, Stormhowl was put on a pedestal and I was...nobody."

"Well, did you ever think that maybe your brother feels pressure, too?" Fluttershy asked. "Since your father holds him in such high regard, maybe he feels that he needs you to support him."

"...I...I never really thought of that," said Swiftclaw. "Maybe he does need me." He then sighed. "But...how do I know this won't end up in failure?"

"Like I said," Fluttershy started, "you won't know until you try."

"...You're right," Swiftclaw answered. "I should try. No more apprehension!"

"That's the spirit," Fluttershy smiled before she turned and walked out of the door. "Now come on. Let's get you out of here."

"You...you're letting me go?" asked Swiftclaw.

"Of course," Fluttershy answered. "You're not a prisoner, you're my friend."

Swiftclaw felt that everything had just stopped when he heard those words.

"Your...friend?" he repeated.

"Mm-hmm," Fluttershy nodded.

"...Wow..." Swiftclaw whispered. "I...I never had a friend before."

"We can talk later," Fluttershy said. "Let's hurry and go before Twilight suspects something."

A pause...but then Swiftclaw nodded his head and followed after her.

"Twilight!" Fluttershy called to the top of the stairs. "I'm going home now!"

"Okay!" Twilight called. "Do you want me to go with you?"

"No, I can make it home on my own!" Fluttershy answered. "Thank you, though!"

As soon as the Pegasus and wolf made it outside, they quickly made their way to the back of the castle.

"Hurry," Fluttershy said. "Head to the forest, and don't let anypony catch you!"

"...I won't forget your kindness," said Swiftclaw. "Thank you...um..."

"It's Fluttershy," Fluttershy smiled.

"...Thank you, Fluttershy," Swiftclaw answered.

"You never really gave me your name, either," Fluttershy pointed out.

"Oh, right," Swiftclaw realized. "My name is Prince Swiftclaw...but...just Swiftclaw is fine."

"It was very nice meeting you, Swiftclaw," Fluttershy said.

"You, too," Swiftclaw nodded. "I hope we meet again, someday."

"So do I," Fluttershy concurred before the younger Wolf Prince turned and dashed off, towards the Everfree Forest. Once she made sure that he was out of sight, the Pegasus soon began to head back to her cottage to retire for the night. As she left, though, she didn't realize that a certain light pink unicorn happened to be watching from one of the castle windows...and it was soon revealed to be Starlight, who smiled as she watched the two unlikely friends part ways.

"The magic of friendship works in such mysterious ways," said Starlight, just as the sun had set and the moon had begun to rise. "Maybe...ponies and wolves can be friends, after all."

XXX

At Canterlot Castle, Luna had just raised the moon while Celestia was preparing to retire for the night.

"Another night comes," the Princess of the Moon said.

"Are you prepared to head into the Dream Realm, Luna?" asked Celestia.

"Yes, sister," Luna answered.

"Good," Celestia nodded. "Do the best you can tonight...but also, if at all possible...find out the location of the Stone of Wishes."

"I'll do what I can," Luna replied. "In the meantime, get some rest, Celestia."

Celestia smiled before she turned and headed to her bedchamber while Luna closed her eyes. Soon after, darkness fell all around her before she opened her eyes again...and found herself, staring at many bubbles through which she could see the dreams of many ponies. She saw Applejack, winning the grand prize for the biggest apple at the county fair, Pinkie Pie getting shot out of a cannon with fireworks and confetti flying out with her, Rarity and Sweetie Belle having a tea party, Scootaloo flying alongside Rainbow Dash, and many others. However, there was one particular dream she saw that seemed to surprise her: a little, grayish-blue unicorn filly, running through the darkness...with several menacing eyes glaring after her.

"Looks like I've run into my first nightmare for the night," Luna said...before she flew into the dream.

* * *

Review, please!


	9. Ch 8- Luna's Guidance

**Ch. 8- Luna's Guidance**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

All was quiet in Ponyville, that night. The townsponies had already tucked themselves into bed, even though some were still quite rattled by the earlier wolf attack. Some felt like as if they couldn't sleep...like a trio of certain crusaders, who were at their respective homes.

Take right now, for instance, at Sweet Apple Acres. Applejack was lying in her bed, dreaming sweet, blissful dreams...until a voice broke through the silence.

"Applejack?"

Applejack opened her tired eyes as she heard the calls of her little sister, but her exhaustion from the day made it hard for to get out of bed.

"Applejack!"

That did it. The older Apple sister sighed as she got out of her bed and headed out the door, walked down the hall, and opened the door to her little's sister room, where she saw Apple Bloom's bright orange eyes blinking at her, sad and frightened. Applejack walked in with a tender smile of reassurance as she nuzled the little yellow filly's face, causing Apple Bloom to sigh softly as a smile of her own appeared. Then, Applejack turned and prepared to head out the room, but not before she turned to her sister and gestured her head forward, which beckoned Apple Bloom to follow her. Then, the two sisters climbed into the bed together, the older wrapping her forelegs around the younger, who yawned as she let her eyelids get heavy, but not before she uttered this simple but meaningful phrase.

"I love you, Applejack..."

Applejack smiled as she gave Apple Bloom a light kiss on her forehead.

"Love you, too, sugarcube," she whispered as her sister finally fell asleep.

At the Carousel Boutique, Sweetie Belle was sitting in the kitchen with Rarity, drinking a mug of warm milk to help her relax. Once the milk was finished, Rarity gently nudged her little sister in the direction of her bedroom. Once the little unicorn was in bed, her older sister used her magic to pull the covers over her, then she went over and nuzzled Sweetie Belle lovingly before she turned and walked out to hed to bed herself. However, before she could, Sweetie Belle raised her head up and said...

"I love you, Rarity."

Rarity smiled as she looked to her sister.

"I love you, too, Sweetie Belle...sweet dreams."

In Rainbow Dash's cloudiminium, Rainbow Dash was already snoring away in her bed while Tank was sleeping in his bed, and lying next to Rainbow Dash was Scootaloo...who whimpered as she slightly kicked her legs and flapped her little wings. Rainbow Dash didn't even open one eye as she raised her wing and pulled Scootaloo toward her. Almost instantly, the little orange Pegasus sighed in content as she nuzzled up against her older sister figure's side, then she glanced up at Rainbow Dash, who opened one eye at her and smiled, knowingly.

"I love you, Rainbow Dash," Scootaloo whispered, causing Rainbow Dash to chuckle.

"Love you, too, Scoots," she replied.

Yes, it seemed that even the Cutie Mark Crusaders would continue to have a good night's sleep, despite what happened today...well, except for one.

In the Castle of Friendship, Twilight, Starlight, and Spike were all asleep in their rooms...but while Twilight remained asleep in her bed, Moonlight was lying in the bed next to her, whimpering and kicking her legs. She gritted her teeth as she tossed and turned, unwittingly throwing the blankets off of her small body, and she made even made a small cry...and yet, it did nothing to rouse Twilight from her slumber.

It seemed that Moonlight would be on her own, once again.

 _~Dream sequence~_

Faster. She had to run faster, through all this darkness and these foreboding shadows. As she did, many images seemed to flash before her frightened eyes: a light green unicorn stallion with a short, silvery mane that had streaks of light blue, tied back into some sort of topknot, with a bow and arrow for a cutie mark, gaping as his neck was being torn open by huge, sharp fangs. Following that was the image of a lavender coated unicorn mare with a long, dark orange mane and tail and a balancing scale for a cutie mark, screaming in horror as a horde of beasts lunged at her with no way to escape. Soon, other images of unicorns being chased and ripped apart by these vicious beasts appeared. Seeing these images nearly made her falter, but something nudged her from behind, urging to keep running ahead.

"Don't stop!" the voice called out. "Keep running!"

Moonlight glanced back at the same unicorn mare that Warfang had been eating the night when she arrived in Ponyville. However, around her neck was the very same necklace that Moonlight was wearing, right now. The mare had a look of frantic desperation, but also fierece determination on her face, which seemed to make the filly run faster. However, as they ran, the mare tripped on a rock, and she cried out in pain when she felt the stone slice into her ankle before she collapsed into the mud. Moonlight gasped before she ran back to the mare's side.

"Starburst!" she cried.

"Moonlight, don't stop!" Starburst urged. "You have to keep going!"

"But I can't leave you here!" Moonlight cried as she tried to get Starburst to her hooves. "Come on, get up! We have to go, or those monsters will catch up to us!"

Just as she said this, the two heard some unearthly growling and barking coming from behind them...and it sounded like it wouldn't be long before their pursuers caught up to them. Starburst glanced at her bleeding ankle, then at Moonlight, then down at her necklace...the red gemstone gleaming into her eyes. On that, the mare bit her lip before her horn began to glow, the aura surrounding the jewelry before she clipped it around Moonlight's neck.

"Take this and run," Starburst said.

"What?!" Moonlight questioned. "N-no, I can't!"

"Moonlight, if you don't run, they'll catch us both!" Starburst shouted. "Besides, I can't run with my ankle like this! The least I can do is buy you some time!"

"But...but Starburst...!" Moonlight whimpered as tears formed in her eyes. "I...I can't leave you!"

A pause...but then Starburst pulled Moonlight close to her into an embrace.

"You silly filly," she whispered with a loving...yet sad smile. "There's nowhere you can't go where I won't be with you."

Moonlight sniffled as tears fell from her eyes.

"...I love you, big sister...!" she whispered.

"I love you, too," Starburst replied before she nudged Moonlight away. "Now go on...go! Hurry!"

As reluctant as she was, Moonlight turned and ran off while Starburst lied in the mud. However, she soon went and hid behind a boulder before she peered around the corner...and that's when she saw them: these huge, hairy monsters with metal scales and glowing eyes, and huge jaws with gnashing fangs. They glared at Starburst, who forced herself to stand before she turned and glared at the beasts.

"Where is the stone?" asked the silver-furred monster with glowing blue eyes. His voice sounded deep, unearthly...almost demonic, but Starburst glared defiantly at them as they surrounded her.

"I'll die before I tell you anything," Starburst hissed.

"There was a filly with her, but I don't see her," said one of the monsters. "The stone is gone, as well."

"The filly must have taken it with her," said another. "We'll have to go after her, too."

"I won't let you!" Starburst shouted. "You already killed my Father, my Mother, all my friends...but I won't let you kill my little sister!"

Moonlight could only watch her as her older sister charged at the monsters. Her magic did nothing against their scales, and yet she kept fighting. She kicked one of them in the jaw and busted out a few fangs, then stabbed one beast in the chest with her horn before she threw it to the ground. Moonlight silently cheered for her sister, and for a good while, it looked like she was about to come out victorious after she took out 3 more of the monsters...but then, the silver-furred beast circled behind Starburst, and Moonlight gasped, realizing what was about to happen next.

"LOOK OUT!" she cried in time with a crack of thunder...but it was too late. The beast lunged at Starburst and delivered a powerful bite to her throat, causing her to gasp as she felt her windpipe get crushed.

"M...Moonlight...!" she whispered as the beast dropped her to the ground, where her blood soon pooled around her. Moonlight gaped as her eyes bugged out of her skull...and her tears quietly fell. She whimpered as she stared at the corpse of her older sister, praying for any type of movement from her...but she knew that it was just wishful thinking.

Those beasts had killed her sister.

Unfortunately, Moonlight had no time to mourn, for in her haste to warn her sister about the monster that was trying to attack from behind her, she had unknowingly come out of her hiding place, and in doing so, one of the monsters had spotted her. She gasped as she realized it was coming right at her before she turned and galloped away, but the monster was soon right on her tail before she realized it. Moonlight panted as her hooves pounded against the earth and mud while the beast's own heavy panting was heard behind her. She looked back, only to meet the creature's fiery golden eyes, which prompted her to run faster, but she knew she couldn't run forever. Her body was racked with exhaustion and it began to feel heavy on her hooves, but just when it looked like there seemed to be no hope for her, there was a flash of light, causing her to gasp as she shielded her eyes.

"Who...?" she asked before she opened her eyes...and gasped upon seeing that it was none other than Princess Luna, herself. "P...Princess Luna?!"

"Indeed, child," Luna replied.

"W-what are you doing here?" asked Moonlight.

"I've come to relieve you of your nightmares," said Luna as she gently touched Moonlight's forehead with her horn, and soon after, the darkness fled and the monster vanished. The only thing that Luna and Moonlight stood in was the endless void of the Dream Realm.

"Moonlight Essence," Luna began as she lied down before the filly, "these nightmares have been plaguing you for quite some time, now."

"I know," Moonlight replied, "and...I really want them to stop...but they won't leave me alone." She then screwed her eyes shut. "Every time I sleep...all I see are those...monsters...eating my friends and family...!"

"The wolves," Luna surmised, and Moonlight nodded her head. "The night they attacked your family scarred you so much, that your fear has distorted their image."

"It was so scary," Moonlight said, "and the worst part is...I don't know why they came after us. Of all the ponies in Equestria...why us? What did we do to them?!"

"They're after your necklace," Luna answered.

"Huh?" Moonlight muttered as she looked at her necklace. "But...why would they want this? It's just a necklace."

"That, I cannot say," Luna replied. "However, if it is that important, you must keep it safe."

"...It is important to me," Moonlight said. "It was the last thing Starburst gave me before she...she..." She chewed her lip as she felt her eyes welling up, again. "...I miss my sister...!"

"I understand," Luna replied as she gently pulled the filly toward her with her wing. "When my sister banished me to the moon, I missed her deeply...even if I wasn't the same pony I am now."

"It hurts so much," Moonlight whispered as her tears fell. "I know she said she'd always be with me, but...no matter how hard I try, I feel so alone!"

"But you are not alone," Luna reassured before her horn glowed again...revealing several images of Twilight, Spike, Applejack, Fluttershy, Rainbow Dash, Rarity, Pinkie Pie, Staralight, and the Cutie Mark Crusaders, all smiling at Moonlight. "In the short time you've known these ponies...and Spike, too, of course...you've opened your heart again, despite your pain."

"...I did, didn't I?" Moonlight asked.

"And I know a pony who can help you overcome your loss," Luna said as she showed an image of Twilight, who was wrapping Moonlight up in a blanket.

"That's the night Twilight found me," Moonlight realized.

"Yes," Luna said. "Of all the ponies, Twilight showed the most concern for you. I can tell she cares a great deal for you."

"...Are you saying...I should talk to Twilight about how I'm feeling?" asked Moonlight.

"It's better to talk about these things than just keep them inside," replied Luna. "And if there's anypony who can help you, it's Twilight Sparkle."

"...Okay," Moonlight said. "I'll talk to her."

Luna smiled before she got up and turned to leave.

"Princess Luna?" Moonlight called, causing the Princess of the Moon to look back at her. "Thank you."

Luna smiled and nodded her head before she walked away.

 _~Dream end~_

Twilight snored softly as she lied in her bed, but her sleep was soon interrupted when she felt a hoof nudging her shoulder, causing her to look up and see Moonlight, who blinked at her sadly.

"Moonlight?" Twilight asked.

"Twilight?" Moonlight asked. "Is it okay if I talk to you about something?"

"What is it?" Twilight asked.

"...It's about how my family died," said Moonlight. "I just...I just think I'd feel better if I got it off my chest."

Twilight's eyes went wide before she sat up and said "Of course you can talk to me about that."

Moonlight nodded before she sat next to Twilight, who put her wing around her.

"...We were out during the storm," said Moonlight. "We were on our way to Canterlot so my Dad could talk to Princess Celestia about something important. I don't really understand grownup stuff, so I didn't ask what it was about. I was sitting in the carriage with Starburst, since I didn't like the thunder and lightning that much."

"That makes sense," said Twilight.

"Anyway," Moonlight continued, "everything was just fine for a while...but all of a sudden, I heard my Mom scream, and the next thing we knew, the carriage fell over, and when went out to look...the first thing I saw was everypony running away from...from..."

"...The wolves?" Twilight inquired.

"Yeah," Moonlight said, "and there was this really big one with a spiky helmet and one blind eye...and he was glaring right at me while the wolves were chasing everypony. I tried to look for Mom...but when I found her, the wolves jumped at her...and all I could hear was her screaming."

"...Oh, no...!" Twilight whispered.

"And after that, I saw my Dad trying to fight off the wolves," said Moonlight, "but when he tried to use his magic on them, the beams would bounce off the wolves' armor. Then, he called out to Starburst and told her to take me away, so we both ran while...everypony was getting killed and eaten...especially my Dad."

"It sounded to me your dad was more worried about your safety than his own," said Twilight.

"Yeah," Moonlight nodded. "Starburst and I ran as fast as we could...but then, she tripped and she hurt herself. I tried to get her to get up, but it was no use...so she gave me her necklace and told me to run away without her. I didn't wanna leave her...but she made me go, anyway...but instead of running away, I hid so that I could see if she would be all right. That's when the wolves showed up." She then sniffled as she tried to keep herself from crying, and Twilight gently squeezed her with her wing. "...Starburst...she tried to fight them off...she actually managed to kill a few of the wolves...but then..."

"...Then?" Twilight asked, although she seemed to know what happened, already.

"...One wolf...the wolf that your brother was fighting, actually," Moonlight began, "he...he went up behind her and he...he..." She choked back a sob. "...He bit her neck...!"

Twilight's eyes went wide while Moonlight sobbed and her tears came, full force.

"Oh, Moonlight," Twilight said as she nuzzled the filly. "Shh...it's okay. Everything's gonna be okay." She then sniffled as tears of her own began to fall. "I'm so sorry, Moonlight...so very sorry...!"

In the doorway, Starlight and Spike watched with tears falling from their eyes as well.

"She told me she'd always be with me," said Moonlight, "but...I still miss her...!"

"I know," said Twilight, "but it'll be okay. I promise."

"Really?" Moonlight asked.

"Yes, really," Twilight answered. "My friends and I will be here to help you get through this."

"...Then...can I ask you something, Twilight?" Moonlight asked.

"Of course," Twilight replied. "What is it?"

"...You won't leave me...will you?" asked Moonlight.

Twilight stared at the little unicorn before she smiled softly and said "Of course not...I'll always be with you, Moonlight."

Hearing that caused Moonlight to smile as Twilight nuzzled her, affectionately, while Spike and Starlight soon came in and joined in the hug, causing Moonlight to giggle.

 _'You were right, Princess Luna,'_ she thought. _'I'm not alone, anymore...thank you for helping me realize that.'_

Up in the sky, Luna smiled as she gazed upon the Castle of Friendship...but her smile soon faded when she heard the long, eerie howl of a wolf, causing her to look toward the ruins of the Castle of the Two Sisters with a cold glare.

"Howl all you want," she said, "but you won't have your way, Warfang..."

* * *

Review, please!


	10. Ch 9- Swiftclaw's Proposal

**Ch. 9- Swiftclaw's Proposal**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

Swiftclaw stood at the bottom of the stairs that led to the Castle of the Two Sisters. He heaved an uneasy sigh before he put on a determined expression and stepped up the stairs, and when he reached the top, he soon spotted the rest of his pack, lounging about. Some were even grumbling under their breath.

"King Warfang sure gave us an earful, today," said one of the wolves.

"Yeah, I'll say," agreed another. "I thought he was a grouch before."

"Hey, don't go sayin' that!" whispered a third wolf. "What if King Warfang hears you and-" He then noticed Swiftclaw approaching. "P-P-Prince Swiftclaw?!"

Soon after, the wolves began to gather around the prince, and among them was Stormhowl, who sighed in relief as he joined his fellow wolves.

"Prince Swiftclaw!" exclaimed one of the wolves. "Are you okay?!"

"We heard you got captured by the ponies!" added another.

"I'm fine," said Swiftclaw. "I swear, I'm fine."

"So what happened?" asked Stormhowl. "How did you get away?"

"Believe it or not," Swiftclaw began, "one of the ponies helped me: a Pegasus named Fluttershy."

The wolves gasped at this revelation.

"A _pony_ helped a _wolf_?!" asked one of them.

"But why?" inquired another. "It doesn't make sense!"

"There must be some kind of catch," answered a third.

"Yeah!" added a fourth wolf. "What could a pony possibly have to gain from helping a wolf?"

"Nothing," Swiftclaw answered, "except...friendship."

"Friendship?" Stormhowl repeated before he scoffed. "Please. You know as well as the rest of us that wolves and ponies can never be friends!"

"Yeah, it's unheard of!" agreed another wolf.

"But it's true," Swiftclaw said. "When I was locked away, Fluttershy came and offered me water. When I growled at her, she didn't shrink back in fear of me, but instead came and sat with me. She spoke to me in a soft voice, and looked at me with these kind eyes, and before I realized it, I felt all my insecurities leave me. It almost felt like...like I was talking to Mother, again."

Stormhowl's eyes went wide while the other wolves felt their hearts sink. Some of them even whimpered sadly.

"...Queen Mooneyes was...very kind," said one of the wolves.

"Yeah...even King Warfang misses her, from time to time," added another wolf.

"...Even I tend to think about Mother, now and then," Stormhowl whispered.

"And this got me to thinking," said Swiftclaw, "instead of going around, killing innocent ponies...we should try and make peace with them."

"Make...peace?" Stormhowl repeated.

"Why would we do that?" asked another wolf.

"Because," Swiftclaw began, "the ponies aren't at all what Father says they are. They're not savages and they're not cruel. We might have more in common than we think they do! They can be understanding and compassionate, so if that's the case, why can't we live together with the ponies in peace?"

"Because it's impossible!"

The wolves gasped as Warfang stepped out of the shadows, growling deeply in his throat. The wolves quickly bowed their heads while Stormhowl got out of his father's way. Warfang glowered down at Swiftclaw, who shrunk back with his tail between his legs, whimpering in fear.

"You have done nothing but continue to bring me shame," Warfang hissed. "Not only did you desert the pack, but you let yourself get captured by those inferior ponies!"

"But Father-" Swiftclaw started.

"Now, not only did you fall for their mind games," Warfang started, "but you also propose we make PEACE with those grass-chomping, pastel-coated, party-loving ponies?!"

"But Father I-" Swiftclaw began.

"NO!" Warfang barked. "Don't you get it, you fool?! THAT'S how they get you! They trick into trusting them, then make think you think that nothing can ever wrong, but then, one day, and before you realize it, they turn on you!"

"Fluttershy's not like that!" Swiftclaw argued.

"Cut the crap, you naïve dumb-ass!" Warfang roared. "Don't you get it?! She's just using you so she can save her own backside and her friends, as well! She's just like every other pony in Equestria!"

"How the hell would you know that?!" Swiftclaw questioned. "YOU USED TO BE FRIENDS WITH PONIES, ONCE!"

The wolves gasped in horror while Warfang froze, and as for Swiftclaw, he gritted his teeth in shock at his own words while Stormhowl nervously covered his eyes.

"...I thought I told you to NEVER bring that up with me, AGAIN," Warfang snarled.

"I...I'm sorry," Swiftclaw said, meekly.

"Oh, you're going to be sorry, all right!" Warfang shouted. "Once I'm done with you!"

"He's dead..." whispered one of the wolves.

"Yeah," agreed another wolf. "The last time a wolf mentioned that around King Warfang, he's been walking around with just one leg, ever since!"

"You better come up with a good reason for why I shouldn't beat you half-to-death right now, Swiftclaw!" Warfang growled.

"Please, Father, don't!" Swiftclaw stammered. "I...I..." He then gasped as an idea came to him. "I-I know where the Stone of Wishes is!"

Warfang's eyes went wide while the wolves gasped in surprise, which then caused their leader to glare at them.

"Enough with all the gasping!" he ordered before he glared at Swiftclaw. "What do you mean, 'you know where the stone is'?"

"I...I found the filly who took it," Swiftclaw answered. "She's with Princess Twilight Sparkle. Fluttershy is actually friends with her, as well as a few ponies."

"...Go on," said Warfang with intrigue.

"...Their names are Rarity, Rainbow Dash, Applejack, and Pinkie Pie," Swiftclaw continued, "and...from what I heard from the other ponies in Ponyville...those ponies, along with Twilight Sparkle and Fluttershy, are actually the embodiments of the Elements of Harmony!"

Hearing that caused the wolves to murmur amongst themselves.

"...Hmm..." hummed Warfang, inquisitively before he grinned. "How curious." He then looked down at Swiftclaw. "Whether you know it or not, Swiftclaw...you actually had a brilliant idea, for once. For a while, you were more of a pony than a wolf...but it turns out you can be cunning when the situation calls for it."

"Uhh...th-thank you, Father," Swiftclaw smiled.

"And I think I know just how to lure those ponies here AND get the Stone of Wishes to boot," Warfang said as he turned and headed back inside the castle. "Come, wolves! It's time for us to discuss a strategy." He then chuckled darkly while the rest of the wolves followed. As they did, Stormhowl approached his younger brother and put his paw on his back.

"Well, Swiftclaw," Stormhowl began, "looks like you finally did it. You're finally starting to get through to Father!"

"...Yeah," Swiftclaw answered with a humorless chuckle. "I guess I am."

Stormhowl smiled before he headed inside the castle, as well...but Swiftclaw remained behind before he turned to look back at Ponyville with a worried expression.

"...But at what cost?" he asked before he followed his brother into the castle.

XXX

Fluttershy jolted up from her sleep with a gasp. After she took a look around and assured herself she was still in her cottage, she sighed as she laid her head down on her pillow. Soon after, Angel approached her and placed a gentle paw on her hoof while looking up at her in concern. Fluttershy only smiled before she pet the little bunny.

"I'm okay, Angel," she assured. "I promise."

Angel smiled in relief before he turned and hopped away to return to his slumber, but the moment his back was turned, Fluttershy looked outside the window, nervousness and worry etched on her face.

"...Swiftclaw..." she whispered.

* * *

Review, please!


	11. Ch 10- Warfang's Trap, Part 1

**Ch. 10- Warfang's Trap- Part 1**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

The next morning, at the Castle of Friendship...

"You WHAT?!"

"That's right...I let him go free."

Rainbow Dash gaped in disbelief, and Applejack, Rarity, Twilight, and Spike were just as shocked while Fluttershy just nonchalantly blinked at them.

"Fluttershy, I can't believe this!" Twilight exclaimed. "You actually let that wolf leave?!"

"I did," Fluttershy answered, as if it were no big deal.

"Do you have ANY IDEA what you've done?!" Rainbow Dash questioned. "Now that wolf is gonna bring his buddies here and attack Ponyville, all over again!"

"Shh~!" Twilight shushed. "Quiet down! Moonlight's still sleeping."

"Oh, right," Rainbow Dash said in a hushed voice. "Sorry."

"I can't believe you did this without telling us!" Spike added.

"Actually," Starlight spoke up, "I saw her release him, last night, from the window."

"You knew?!" Spike questioned.

"Starlight, why didn't you stop her?" asked Twilight.

"They really looked like they hit it off," Starlight answered before she looked at Fluttershy with the utmost sincerity. "I mean...Fluttershy convinced somepony like _Discord_ to be her friend and change his ways. Why is a wolf any different?"

The others opened their mouths to argue...and yet, they stopped themselves, unable to come up with a justifiable answer. That is...except for Twilight.

"Fluttershy," Twilight began, "I don't mean to question your methods...but these wolves _killed_ Moonlight's family. What makes you so sure he's different from his pack?"

"Because he seemed so lost and confused," Fluttershy answered, "and he also looked so gentle. How could a wolf like that be a killer?"

"...She kinda has a point, there, Twi," Applejack said.

"Maybe we can trust Fluttershy's judgement," Rarity added. "I mean...it's not the first time she's been right about this kind of thing."

"And if she is right," Rainbow Dash started, "it would be _pretty cool_ to have a wolf on our side...just sayin'."

A pause...but then Twilight heaved a sigh.

"Okay, Fluttershy," she said. "I'm going to trust _you_ , but not the wolf. Do you understand?"

"That's all I wanted to hear," said Fluttershy.

"Now that's out of the way," Starlight said, "has anypony seen Pinkie Pie?"

"I saw her on the way up here," Rainbow Dash replied. "I think she had some last minute stuff to do before she got to the castle."

"Well, we can wait for her," Twilight replied. "In the meantime, I hope Moonlight wakes up soon. I'm planning on helping her hone her magic skills today."

"How interesting," Rarity smiled.

"Ya know, Twi, if I didn't know better," Applejack began, "I'd say you've taken quite a shine to Moonlight, haven't ya?"

"Well...I guess she's grown on me," Twilight shrugged.

"She's kinda grown on me, too," Spike said. "I mean...things have gotten a bit more interesting since she showed up."

"I think we've all taken a bit of a shine to her," Starlight added. "She's just so sweet and innocent...when she's not being scared, that is."

"And our own little Cutie Mark Crusaders have taken quite a liking to her, as well," Rarity added with a bit of a giggle.

"Did somepony say my name?"

The group looked up to see Moonlight approaching them with a yawn.

"Good morning, Moonlight," Twilight smiled. "How'd you sleep?"

Moonlight yanwned again before she looked up at Twilight with a bit of a tired smile and said "I actually slept really good...for once...I didn't have any nightmares of wolves chasing me. Oh! And guess what? Princess Luna came to see me!"

The older mares gasped.

"She did?" Twilight asked. "Well, what did she say?"

"She said that I should protect my necklace," Moonlight answered, "and that I'd never be alone because...you guys are all here with me!"

"Well, she's not wrong," Rarity replied.

"Just stick with us, kid," Rainbow Dash added. "We'll always have your back."

"Thanks, Rainbow Dash," Moonlight answered. "So, what are we gonna do today?"

"I was thinking that maybe, I could give you some magic lessons," said Twilight.

"Ooh! That sounds fun!" Moonlight chirped.

"And I'm practicing some new moves for the Wonderbolts Air Show, next week," Rainbow Dash added. "Maybe you can come and watch!"

"And after that," Fluttershy began, "you can help me give my animal friends a bath."

"Wow, that all sounds great!" Moonlight replied. "I can't wait to get started!"

But then, the doors opened, and in hopped Pinkie, just as cheery as she could be...if not, cheerier.

"Hi-hi-hi~!" she sang.

"Well, Pinkie," Twilight greeted, "if I didn't know better, you look...well...Pinkier than normal."

"That's because I'm throwing a party today~!" Pinkie exclaimed. "And guess what! You're ALL invited!"

"A party?" asked Moonlight. "What for?"

"Just for the sake of a party!" Pinkie answered. "Nothing like having good old fashioned fun, right?"

"Hey, works for me!" Rainbow Dash concurred. "Just toss in some of Applejack's homemade apple cider and it's a REAL party!"

"Umm...Pinkie?" asked Starlight. "Where is this party supposed to be?"

"Oh, it's in the Castle of the Two Sisters in the Everfree Forest," Pinkie replied, causing the others to gasp.

"Uh...did she say the Everfree Forest?" asked Applejack.

"But...that's where the wolves are supposed to be hiding out," said Rarity, nervously.

"And Shining Armor definitely won't let us go," Fluttershy said, "especially since more guards arrived, this morning."

"Yeah," Spike agreed. "Almost feels like Ponyville's on lockdown."

"Pinkie, why would it be in the Everfree Forest, anyway?" asked Twilight.

"I dunno," Pinkie answered. "Somepony left a note on the door of Sugarcube Corner, telling me to bring some friends to the castle, as soon as possible."

The others glanced at each other, skeptically.

"This sounds a mite suspicious to me," Applejack said.

"Yeah, somethin' stinks," Rainbow Dash agreed.

"What do you think, Twilight?" Starlight asked.

"...Let's check this 'party' out," Twilight answered.

"A-are you sure that's a good idea?" Moonlight inquired, worriedly.

"It's okay, Moonlight," Twilight replied. "We'll all be together."

"...Well...okay," Moonlight said. "I trust you."

"Yay!" Pinkie cheered. "Party time~! Ooh, I better go get my Deluxe Confetti Cannon!"

XXX

A little while later, the group was preparing to enter the Everfree Forest. However, before they could, they had been spotted by Shining Armor, who now had a some noticeable scars going down his left eye and several other guards.

"Whoa, whoa, whoa!" Shining Armor called, causing Twilight and the others to look up at him. "Where do you all think _you're_ going?"

"Hi, Shining Armor," Twilight said. "Pinkie says that there's a party in the Castle of the Two Sisters and-"

"Absolutlely not," Shining Armor interjected. "Those wolves could be hiding out in there. It's not safe...especially if _she's_ going in there with you." He pointed his hoof at Moonlight, who blinked warily before she smiled.

"I-it's okay," the filly assured. "I feel safer if Twilight and the others are with me. And we've got Spike, too, and he scare them away with his fire breath."

Spike smirked proudly at the compliment.

"Besides, you said if we're going anywhere, we have to stay in a group," Twilight countered. "Remember that?"

Shining Armor scowled, not totally convinced.

"Shining, come on," Twilight said. "You know us. We'll be okay. We've got each other's back...please?"

A pause...but then Shining Armor sighed.

"Shoot up a magic flare the _very moment_ you're in trouble," the white unicorn stallion said. "Do you understand?"

"Of course," Twilight nodded. "I promise."

"Good," Shining Armor nodded back, and with that, Twilight and friends entered the forest, and already, it felt as if they were being watched...and if they had looked up, they would've noticed a couple of wolves, glaring down at them from a cliff. The two lupines looked to each other before they nodded their heads and ran off...unaware that Rainbow Dash had spotted them, and needless to say she looked undecidely suspicious.

"Psst...!" she whispered, getting the others' attention. "Keep a sharp eye out...I don't think we're alone."

The group nodded their heads in agreement.

XXX

At the Castle of the Two Sisters, the wolves that had been spying on Twilight and company had just arrived and had entered the throneroom, where Warfang sat, picking his teeth with a bone. The two then bowed before him, causing him to look down at them.

"A report, King Warfang," said one of the wolves. "Princess Twilight Sparkle and her cohorts have arrived, just as you had predicted...and among them is the filly with the Stone of Wishes."

Warfang chuckled at this.

"Excellent," he said. "Let's prepare to welcome our little guests, shall we?"

"Sir!" the wolves saluted before they turned to head back outside.

"So, like, what are we gonna do for the party?" asked the other wolf.

"You moron," his partner answered. "There's not gonna BE a party! It's a trap set by King Warfang! Don't you remember?! Once that princess and her buddies show up here, we kill 'em and eat 'em so they can't use the Elements of Harmony! Killing that filly who has the Stone of Wishes is just a bonus! Then, we go to Canterlot where King Warfang is gonna kill Celestia in front of everypony to show them he's the boss, now! Then she's dead, the ponies cry, boo-hoo, we rule Equestria! End of story!"

"Oh~!" the dimmer wolf realized as he and his partner walked away. "Heheh! Cool! I love our job!"

Unbeknownst to the two wolves, Swiftclaw happened to be nearby...and he had overheard everything.

"...Kill them...?!" he whispered. "That means...Fluttershy will be...!"

"Am I interrupting something?"

Swiftclaw gasped before he turned and saw Warfang, who glared at him.

"I should've known you'd go soft," he hissed.

"You lied to me!" Swiftclaw shouted. "You promised me, no more killing!"

Warfang chuckled in a sinister manner.

"Why Swiftclaw," he said. "You know I often say things I don't mean."

"I won't let you do this!" Swiftclaw barked. "I won't let you kill any more ponies, especially Fluttershy!"

"...To think, I was going to give you another chance," Warfang scowled, "but now...I see where loyalties really lie..."

XXX

 **WHAM! CLANG!** Swiftclaw was thrown against a wall, and not long after, some iron bars were slammed behind him. The younger Wolf Prince ran to the bars and tried to open them, but alas, they wouldn't budge. He then glared up at Warfang while Stormhowl stood behind him, watching with worry.

"You should've just stuck with the plan, Swiftclaw," Warfang said, "but instead, you choose to align yourself with the lesser kind." He then glared darkly at him. "That being said...I'm afraid that I can no longer call you my son."

Swiftclaw's ears fell to the sides of his head while Warfang walked away. As for Stormhowl, he looked at his younger brother, sadly, as he approached him. Swiftclaw glared at him before he turned his head away, silently, and the elder Wolf Prince opened his mouth to speak...only to sigh as he turned and followed his father.

He knew that no matter how hard he tried...nothing would help the situation his brother was in, right now.

XXX

"Well, here we are," Applejack said as the group stood before the entrance of the Castle of the Two Sisters, staring up at its ruins with a slight sense of nostalgia. No matter how much time had passed, Twilight, Applejack, Rainbow Dash, Fluttershy, Rarity, and Pinkie Pie would always remember this place as the time when they joined together as friends to defeat Nightmare Moon.

"...This place is almost spookier than I remember," said Rainbow Dash, "even in the daytime."

"Still think there's a party happening here, Pinkie Pie?" Starlight asked, worriedly.

"Abso-toot-ly!" Pinkie answered. "We're probably early! That's why there are no decorations, yet!"

"Only one way to find out," Twilight replied.

"T-Twilight?" Moonlight called, causing the purple alicorn to look at her. "I...I'm scared."

Twilight smiled as she gently nuzzled the filly.

"Don't worry," she said. "We're all here."

The others soon nodded their heads in agreement, and that caused Moonlight to smile back at them before the group continued on inside the castle. Everything was quiet...save for the sound of the wind, whistling through the empty corridors. There was an eerie chill in the air, and the gang looked around with slight nervousness...some more than others.

"Umm...hello?" Twilight called. "We're here for the party?"

A pause...but then, the group could hear the sound of snickering around them, and not long after, some mysterious figures began to appear from the shadows, causing the group to gasp as they soon found themselves surrounded.

"STILL think there's a party happening, Pinkie Pie?!" Spike questioned.

"Uh...okay, maybe not," Pinkie admitted, worriedly.

"Well, well, well..."

Twilight looked up to see Warfang appear from behind the old throne, along with Stormohowl.

"Hello...my little ponies," the alpha wolf greeted in a sinister tone and a toothy grin.

"...So," Twilight sneered, "YOU must be Warfang."

"My, my," Warfang said in mock surprise. "How very astute of you...Princess Twilight Sparkle."

"All right, you mangy walking flea hotel," Rainbow Dash glared, "what's your deal?!"

"Well, my dear," Warfang began, "my 'deal' is that...I'm working on a bit of a move, you see. Moving my pack into a new home...better than those frigid Jagged Fang Mountains. I was thinking someplace a little warmer...say...Canterlot?"

The ponies and Spike all gasped.

"Oh, great," Rainbow Dash grumbled. "ANOTHER power-hungry maniac."

"And I see you also did me the kindness of bringing the Stone of Wishes with you," Warfang said with a chuckle. "How positively delightful."

"The Stone of Wishes?" Twilight repeated. "What is that?"

"Oh, don't be so coy," Warfang replied as he pointed a claw at Moonlight. "It's hanging off that filly's neck!"

All eyes soon fell upon Moonlight, who looked down at her necklace.

"M...my necklace?" Moonlight asked.

"That necklace is not just some pretty little trinket," Warfang said. "It is a very powerful artifact that will help me rule Equestria! Now...hand it over."

"No way!" Moonlight shouted in defiance. "I'm not giving it to you for anything!"

"My dear," Warfang answered, "I don't think I was ASKING permission. I'm getting that stone if I have to pry it off your cold, dead neck!"

Moonlight gulped in fear, but then Twilight stamped her hoof on the floor, setting herself between her and Warfang, and the others soon did the same.

"You'll have to get through US before we let you do ANYTHING to her," Twilight hissed venomously.

"Oh, believe me," Warfang said. "I plan to do just that." He then looked to his wolves. "GET THEM!"

"SCATTER!" Applejack yelled as the wolves lunged for them, only for the group to disperse and run about in all directions. Rainbow Dash ran off with Rarity, Applejack, Pinkie Pie, Fluttershy, and Starlight were on their own, and Spike and Moonlight ran off with Twilight, who concentrated her magic and fired a beam of pinkish-purple light into the sky, which exploded into a burst of light...which Shining Armor could see from his post, which caused him to gasp.

"Twily...!" he whispered before he turned to the guards. "Unicorns! To the Castle of the Two Sisters!"

"Yes, sir!" the guards exclaimed as they saluted their captain, who soon led the charge into the Everfree Forest.

* * *

Review, please!


	12. Ch 11- Warfang's Trap, Part 2

**Ch. 11- Warfang's Trap, Part 2**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

 **BANG! BANG! BANG! BANG!** Swiftclaw continued to ram his body against the metal bars, which were beginning to give way. He panted heavily and his right temple bled, but he didn't give up. He just backed away as far as he could, and then ran at full speed until **BAM! CLANG!** The bars finally broke away and Swiftclaw tumbled to the floor. He gasped, realizing he was free before he jumped to his feet and ran off with only one thing in mind.

 _'I'm coming, Fluttershy...!'_ he thought.

XXX

"OH, FOR CELESTIA'S SAKE!" Rarity shrieked as she ran through an empty corridor with Rainbow Dash at her side. The cyan-colored Pegasus glanced back at the wolves that were chasing them before she flew on ahead of Rarity.

"Keep running!" she told the ivory unicorn, who nodded before she ran as fast as she could. Meanwhile, Rainbow Dash stopped in front of a stone column, which she then kicked with all her might, and that was enough to send it toppling over. The wolves yelped in fright before they turned and fled to avoid getting crushed by the rubble.

"Yeah, that's right!" Rainbow Dash called. "You better run! Hahahaha!"

"RAINBOW DASH!" Rarity cried, causing Rainbow Dash to look back and see that Rarity, backing away from another group of wolves, who were wearing those horned helmets, which glowed a white aura as they approached the unicorn. Rarity bit her lip as she backed away from the vicious wolves, but as she did, she glanced down at the floor beneath them. A smirk then appeared on her face before she stamped her hoof on a brick, which sank into the floor, and not long after, the floor opened beneath the wolves, who looked down for a moment, then yelped as they realized that they walked right over a trap door.

"AAAAAH-HOO-HOO-HOOEEEEY~!" screamed one of the wolves as they plummeted into the pit below.

"Nice!" Rainbow Dash praised as she and Rarity made a high-hoof. "Now let's go and find the others!"

XXX

Starlight panted as she turned a corner, but the wolves were hot on her tail, which one of them snapped at in an effort to catch her. Thankfully, she managed to pull her tail away in time. She then turned another corner and disappeared behind it, but just as the wolves had rounded the corner themselves, they all gasped in horror when they saw Pinkie Pie...with her giant Deluxe Confetti Cannon.

"SURPRISE!" she shouted before she fired it at the wolves, who all yowled in fright as the loud confetti cannon exploded with a giant **KABOOM!** The result ended up sending the wolves scattering about as Pinkie kept shooting confetti bombs at them.

"Nice going, Pinkie!" Starlight exclaimed. "I'm sure lucky I ran into you!"

"Told you it was a good idea to bring my Deluxe Confetti Cannon!" Pinkie replied.

"Hey...how'd you manage to bring that with us?" asked Starlight.

"That's my little secret~!" Pinkie said in a singsong voice.

"Well, at any rate," Starlight began, "we have to hurry and find the others. Now let's go!"

"Okay!" Pinkie answered before she pulled out a remote with a single button on it, which she pressed, and that caused the cannon to shrink into a compact size, which Pinkie then picked up and put into her mane before she followed Starlight away.

XXX

Meanwhile, in another part of the castle, Fluttershy whimpered as she hid behind some suits of armor. So far, it looked like the wolves hadn't found her yet. However, she didn't seem to notice a shadow lurking behind her...until a paw suddenly reached up and covered her mouth, causing her to let out a muffled cry as she struggled to get away.

"No, no! Fluttershy, calm down! It's me, Swiftclaw!"

Fluttershy gasped before she turned and saw that it was indeed Swiftclaw, who smiled at her.

"Swiftclaw!" she exclaimed, happily, only to gasp upon seeing his bleeding temple. "What happened to your head?!"

"Don't worry about it, for now," said Swiftclaw. "Listen. I'm gonna help you and your friends get outta here, okay?"

"Oh, Swiftclaw," Fluttershy said. "I knew you were different."

"No time to talk, now," Swiftclaw said as he looked around. "Okay, the coast is clear. Let's go, and stay close!"

Fluttershy nodded as she prepared to follow Swiftclaw out of the room...only for a couple of wolves to walk in on them, just as they were making their escape.

"What's this?" asked one of the wolves. "You trying to make off with the prey, Prince Swiftclaw?"

"You stay away from her if you know what's good for you," Swiftclaw growled.

"Ooh, we're SO scared," said the other wolf, sarcastically. "Wait until your father finds out a traitor!"

"I don't care, anymore," Swiftclaw replied. "All this time, I thought I wanted was to win over my Father's favor." He then glanced back at Fluttershy. "But...there's one thing I fear more than my Father's wrath: losing the one friend I ever had."

Fluttershy smiled up at him, touched by his words, while the other wolves groaned in disgust.

"What a load of crap," said one of them. "Since she's the root of your betrayal...I say we kill her!"

"I call dibs on the the legs!" answered the other.

"You're not laying one paw on Fluttershy!" Swiftclaw shouted before he lunged at the two wolves, who barked as a scuffle soon began, and since it was two against one, Swiftclaw was at a clear disadvantage. He yowled when wolf bit at his exposed right flank while another tried to go for his neck, but Swiftclaw tried to claw at his face in order to push him off, but the two wolves didn't relent.

"Get off of him!" Fluttershy cried as she rushed in to help, only for one of the wolves to kick her away into a suit of armor, which fell right on her left wing. Soon after, a sickening crunching sound filled the air, followed by the Pegasus screaming in pain.

"FLUTTERSHY!" cried Swiftclaw in horror.

"Hehehehehe...!" one of the wolves snickered as he attempted to finish Fluttershy off, only for Swiftclaw to growl before he clasped his jaws around the wolf's tail, then slammed him into the other wolf, sending them both crashing into the wall, where they soon lied on the ground, unconscious. Swiftclaw then ran over to Fluttershy and pushed the armor off of her wing, which hung limp and mangled.

"Are you okay, Fluttershy?!" Swiftclaw questioned.

"I think my wing is broken," Fluttershy answered with a slight wince.

"Get on my back," Swiftclaw said as he lowered himself down, allowing Fluttershy to climb onto his back. "We need to find your friends."

"Can you track them down?" asked Fluttershy.

"You're talking to a wolf who easily tracked dowm a herd of caribou in the middle of a snowstorm," Swiftclaw answered with a bit of a smug grin. "I think I can track down a few ponies."

On that, he sniffed the air before he turned and headed out the room.

XXX

Concurrently, in the castle library, Twilight, Spike, and Moonlight were hiding behind the bookshelves, and so far, they hadn't been found, yet.

"What do we do, Twilight?" Spike asked, softly.

"Yeah, they're bound to find us, sooner or later!" Moonlight added.

"Shh~!" Twilight shushed. "It's okay. We'll be just fine."

That's when they heard the sound of clopping hooves approaching.

"Who's that?" whispered Spike, and he soon got his answer when it was revealed to be Applejack, who panted as she entered the room.

"Appleja-" Twilight started, only for Applejack to shush her.

"Stay hidden!" she told her. "Those varmints are right behind me!"

Twilight ducked back behind the bookshelf while Applejack hid behind another. Not long after, several wolves entered the room...among them being Warfang and Stormhowl.

"Search this whole library," ordered Warfang. "They couldn't have gone far."

The wolves nodded before they began to search around the library for their prey. Twilight took another peak around the corner of the bookshelf...but doing so seemed to have made one of the wolves catch her scent. Twilight gasped silently as she backed up, while the wolf drew dangerously close, but just as it looked like he was going to find Twilight, Spike, and Moonlight...

" _OW-OW-OWOOOOOOOOOOOOOO~!_ "

The wolf turned around upon hearing that howl...which was coming from Applejack, who was using her hat to make her voice echo, and soon after, he responded with a howl of his own.

 _ **AROO-ROO-ROOOOOOOOOOOOO~!**_

"Hey, cut it out!" whispered Stormhowl as he ran up to him. "You're gonna start a howl!"

"But my prince!" the wolf argued. "I didn't start it!"

"OWOOOOOOOOOOOOOO~!" Applejack howled, again.

 _ **AROO-ROOOOOOOOOOOO~! AROOOOOOOOOOO~!**_ The wolf howled again, and this time, unable to fight his own instincts, Stormhowl soon joined him, followed by the other wolves in the room. Twilight sighed in relief before she looked over at Applejack, who smiled and gestured her head to the exit. Twilight then glanced back at Spike and Moonlight, who both nodded their heads before they all proceeded to head out of the library, together.

"Clever trick, Applejack!" Spike said.

"Yeah, where'd you learn how to do it?" asked Moonlight.

"Shoot," Applejack said. "Everypony in my family can do it! How do you think we keep those timberwolves away during Zap Apple Season?"

"Twilight!"

Twilight turned to see Starlight and Pinkie approach them.

"Pinkie! Starlight!" Twilight exclaimed. "You're both okay!"

"Yeah, thanks to Pinkie's cannon," Starlight answered as she glanced at Pinkie, who grinned gleefully.

"Hey, guys!"

Everypony and Spike turned again to see Rainbow Dash and Rarity.

"Rarity!" Spike exclaimed as he ran up and hugged her. "I'm so glad you're okay!"

"Ahem!" Rainbow Dash cleared her throat.

"Oh! A-and you, too, Rainbow Dash," Spike grinned.

"We managed to give those wolves the slip," Rarity said as she gently pat Spike on the back. "Now we just need to get out of here."

"Wait a minute!" Moonlight spoke up. "What about Fluttershy?! We're not leaving without her, are we?!"

"That's right!" Twilight realized. "Where's Fluttershy?!"

"Here I am."

The group turned, only to gasp upon seeing Fluttershy sitting on Swiftclaw's back.

"Uh...Fluttershy?" Rainbow Dash asked. "You DO realize what you're sitting on, right?"

"And good gracious!" Rarity exclaimed in shock as she looked at Fluttershy's broken wing. "What in Equestria has happened to your wing, dear?!"

"What did you do to her?!" Twilight questioned Swiftclaw, who backed away.

"I-I didn't do anything!" Swiftclaw stammered.

"He's right!" Fluttershy agreed. "He saved me!"

"Why in tarnation would he go and do somethin' like that?!" Applejack questioned.

"...Because...Fluttershy's my friend," Swiftclaw answered as he smiled up at her, genuinely, causing her to smile back. "Do I need any other reason to help her?"

Starlight smiled, as did Pinkie Pie, while Twilight and the others seemed skeptical...especially Moonlight, who glared up at Swiftclaw with uncertainty.

"Listen, you all don't have to trust me if you don't want to," said Swiftclaw, "but right now, we need to get out of here, right away, or else my Father and the rest of the pack will find you!"

A pause...but then Twilight sighed.

"Let's trust him," she said.

"It's not like we have much choice anyway, right?" Applejack asked.

"...He... _did_ save Fluttershy's life," Rainbow Dash pointed out.

"...Twilight?" Moonlight asked. "Are you sure trusting him is a good idea?"

"He's the only one who can help us get out of here," Twilight replied. "Besides, if he's Fluttershy's friend, then that means he must be different from the other wolves."

"Uh...guys?" Spike asked as he looked back. "I think the wolves are done howling!"

XXX

Warfang glowered down at his pack, who whimpered as they all prostrated themselves before him.

"I...I'm sorry, Father-" Stormhowl started.

"I do not blame YOU, Stormhowl," said Warfang. "Now let's find those pony brats and that dragon of theirs before they escape! Now where they could have gone?!"

He soon got his answer when he heard the sound of a pipe organ being played, followed by a rumbling noise.

"...Of _course_...!" hissed Warfang.

XXX

Outside the castle...

"Hurry! This way!" Swiftclaw called as he ran with Fluttershy on his back while the rest of the gang followed after him.

"Are you sure you know where you're going?!" Twilight asked.

"Trust me!" Swiftclaw answered he led them to the bridge. "See?! There's the bridge! Hurry and cross it!"

"Y'all heard the wolf!" Applejack called. "Move yer pony tails!"

On that, the group hurried across the bridge, but the only one who didn't cross was Swiftclaw, who gently set Fluttershy down on the ground.

"You're not coming?" Fluttershy asked.

"I've caused enough trouble!" Swiftclaw answered. "...It's my fault you guys are here. I'm the one who told my Father about you in the first place. I thought that maybe...I could win over my Father and still have you as a friend...but when I found out my Father was going to kill you, along with the rest of your friends, I realized how wrong I was! I couldn't let my Father kill you...or anyone else. I've seen enough bloodshed..."

The group glanced at each other, some in surprise, some in concern...but then, Fluttershy approached him and put her hoof on his shoulder, causing him to smile...and the others soon smiled, as well. Even Moonlight was smiling...but the moment was soon broken when they heard the barking of wolves coming towards them.

"Oh, man, they're coming!" Spike cried.

"TWILIIIIIIIIIIGHT!"

Twilight gasped before she turned and saw a familiar white unicorn stallion heading the charge of over 30 Royal Unicorn Guards.

"Shining Armor!" cheered Twilight.

"YEE-HAW~!" Applejack exclaimed. "Here comes the cavalry!"

"Dammit...!" cursed Warfang.

As Shining Armor continued to charge, he ended up tackling Swiftclaw, who grunted as he fell to the ground.

"No, wait!" Fluttershy cried, stopping Shining Armor from trampling on the wolf. "He's on our side!"

"He is?" Shining Armor asked in surprise. "Oh...sorry about that."

"No harm done...!" groaned Swiftclaw.

"Captain Shining Armor!" exclaimed a guard. "The wolves are approaching fast!"

Shining Armor looked up to see the wolves charging towards them, led by Stormhowl, who growled viciously upon seeing him.

"You...!" he hissed.

"Hey, you," Shining Armor said as he looked to Swiftclaw. "Do me a favor, will you? Make sure my sister and her friends make it to Ponyville safely!"

"M...me?" Swiftclaw asked.

"Did I stutter?!" Shining Armor asked. "Hurry!"

"R-right!" Swiftclaw answered before he hurried across the bridge, jumping over the rest of the guards before he reached the other side with Twilight and friends. "Hurry! To Ponyville!"

"Right!" the others agreed before they followed after him, but Twilight remained behind, watching worriedly as her brother once again engaged Stormhowl in combat...and soon, the Royal Guards did the same with the rest of the wolves. Shining Armor kicked Stormhowl in the face with all his strength, but the elder Wolf Prince did not yield, for he jumped at Shining Armor and tried to bite his throat. When that didn't work, Stormhowl jumped on top of Shining Armor, trying to snap at his face, but the stallion shoved his hooves against his chest, trying to hold him back.

"Hurry, Twilight!" Moonlight cried as she tugged on Twilight's wing. "Let's get outta here!"

"Your brother will be okay!" Spike added. "Right now, we gotta go!"

A pause...but then Twilight turned and ran off with Moonlight and Spike following after her...while the battle at the Castle of the Two Sisters raged on. All the while, Twilight, Applejack, Rarity, Pinkie Pie, Rainbow Dash, Fluttershy, Spike, Starlight, and Moonlight could only wonder if Shining Armor emerged victorious, once again.

Until he actually returned...all Twilight could do was pray for her brother and the guards that he led.

* * *

Have any favorite moments in the story so far? Leave them in a review!


	13. Ch 12- Recuperating

**Ch. 12- Recuperating**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

Dusk was falling upon Ponyville before anypony realized it...and Shining Armor had not returned. Twilight sat near the window, watching the Castle of the Two Sisters. All day, ever since she and her friends left that place...and all she could do was watch and wait for her older brother to come back...hopefully in one piece. As she did, Pinkie walked up to her while holding a cupcake.

"Here, Twilight," she said.

"...No thank you, Pinkie," Twilight replied.

"But you haven't eaten anything since we got back!" Pinkie retorted. "Please~?"

"Still worried 'bout Shining Armor, huh, sugarcube?" Applejack asked.

"...Yeah," Twilight answered.

"I'm sure he'll be back, soon," said Starlight.

"Yeah, you just gotta wait a little longer," Rainbow Dash said as Rarity set a splint on Fluttershy's broken wing...with pink, sparkly bandages.

"Thank you, Rarity," Fluttershy said, "but...aren't the sparkly bandages a bit...much?"

"Well, just because you're injured, doesn't mean you can't look fabulous," Rarity rebuked.

"I guess so," Fluttershy said.

Not too far away, Moonlight sat at the table with a cup of tea in front of her, while Swiftclaw sat in the corner, silently.

"...This is a bit...awkward, don't you think?" asked Rarity as she eyed the situation.

"Well, what did you expect?" Twilight asked. "She's in the same room with the one who killed her family."

"...Actually," Moonlight spoke up, causing all eyes to fall on her, "now that I think about it...this wolf didn't really kill anypony."

"It doesn't change the fact that I feel guilty," Swiftclaw said as he approached her. "I chased you to get your necklace...I might not have killed any of your friends and family, but I still traumatized you! And that...I can't forgive myself for."

"...But I forgive you," Moonlight said, causing Swiftclaw to look down at her. "You really are different from all those other wolves. You're nice and you helped us get away from that scary castle, even though that meant your pack wouldn't like you, anymore."

"Not to mention you saved me," Fluttershy said as she sat with Swiftclaw. "And besides, my wing's not permanently broken. It'll heal in a week or two."

Swiftclaw smiled at Fluttershy...but then he sighed as he looked down.

"...So what am I gonna do now?" he asked. "I can't possibly return to my pack, knowing my Father would kill me."

"...Well...I guess you'll be staying with me," Fluttershy answered, to his surprise.

"R...really?" Swiftclaw asked. "You don't mind?"

"Of course not!" Fluttershy answered. "I have plenty of room! Plus, if you start to get hungry, I'll take you fishing so you don't have to worry about what to eat."

"Wow..." Swiftclaw whispered. "Thank you, Fluttershy."

"It's what friends do," Fluttershy replied, causing the others to smile at the two. "Oh! One more thing: I have another friend who tends to visit me sometimes, and he's not really something you're used to."

"I'm sure I can handle him," Swiftclaw assured. "What's his name?"

"Discord," Fluttershy replied, casually, causing Swiftclaw to gape.

"Wait...you mean the draco-" Swiftclaw started, but he was soon interrupted when the group heard the sound of the door opening, followed by heavy panting and the weak clopping of hooves. The group turned and gasped upon seeing it was none other than Shining Armor...only, he looked like he had seen better days. He had his right hind leg lifted up above the floor, a tear in his left ear, a gash on the left side of his chest, and it also looked like he had gotten singed, somehow.

"Shining Armor!" Twilight exclaimed as she ran up to him, causing him to sigh as he collapsed onto her.

"...Sorry, Twily," Shining Armor whispered. "I should've been a little more careful."

"Are you gonna be okay?!" Twiligth asked.

"I think so," Shining Armor seethed.

"What happened to you?!" asked Starlight. "And what about the rest of the guards?!"

"...Warfang," Shining Armor answered. "He...he used some...some strange magic."

 _Flashback_

Shining Armor and Stormhowl were still locked in a fierce battle. Already, there were casualties on both sides: 5 guards had already been slain, but 8 wolves had also fallen. The warriors had both sustained terrible wounds, but it seemed that victory was almost at hand...err, hoof, in their case. However, Warfang stepped forward...the five horns on his helmet taking on an eerie dark red glow. Then, an orb of purple energy formed over his head, causing Shining Armor and the guards to gasp as they backed away.

"What is that?!" asked one of them.

"...Your doom," Warfang answered as he sent the orb floating towards Shining Armor and his guards, who backed away with worry while the wolves snickered.

Before Shining Armor realized what was happening, the orb touched the ground...and a giant burst of energy exploded from it, sending Shining Armor and several of his guards flying through the air. The energy felt hot to the touch, so much that Shining Armor screamed in pain before he hit a tree and collapsed on the ground. He grunted as he looked around...and saw most of his guards, lying limp and motionless on the ground...save for just a good few of them, who looked as badly injured as their captain as they forced themselves to stand. Then, Shining Armor looked up to see Warfang, who glared down at him with his good eye glowing a menacing golden yellow as flames burned behind him.

"Tell this to those princesses of yours," Warfang said. "The days of Celestia's reign are numbered...and Equestria will be mine."

Shining glared up at the Wolf King, who chuckled darkly.

 _Flashback end_

"After that," Shining Armor began, "I took what remained of my men...about 6 of them...and dropped them all off at the hospital before I came here."

The group stood in stunned silence...but Swiftclaw only looked away.

"...He wiped almost _all_ of the guards?!" Starlight asked in disbelief.

"Dude...!" Rainbow Dash whispered in shock. Even Pinkie was shocked, for even she knew that something was like this was nothing to laugh about.

"...This is getting more serious than I thought," Twilight said. "I mean...a wolf using magic?! Especially highly-destructable spells, like that?! It's unheard of!"

"Where'd he even learn to do it?!" asked Applejack.

"We don't know," Swiftclaw answered, "but...he has taught it to some members of his pack...but that spell Father used? It's not the first time he's done. I've seen him do it many times before...he even used it to finish off the remainder of Moonlight's family." He then shuddered in fear. "That's why...that's why I always fear his wrath. He's not just powerful, physically...but magically, too."

"So if that's the case," Rainbow Dash began before she gestured to Moonlight's necklace, "why does he want THAT so badly?"

"All I know is that it will help him rule Equestria," Swiftclaw answered. "He never told me the details...he never tells me anything."

"We can figure it out, later," Twilight answered before she looked to Shining Armor. "Right now, you need to rest."

"Come on, Shining Armor," said Spike as he and Rarity left to take Shining Armor to his room in the castle and tend to his injuries.

"...Is your brother gonna be okay?" Pinkie asked, worriedly.

"He'll be fine, Pinkie," Twilight assured. "Shining Armor's pretty resilient...still...we don't know if Warfang's going to attack here, again."

"...This is all my fault," Moonlight said, causing everyone in the room to look at her. "None of this would have happened if I hadn't shown up here."

"Now stop right there!" Applejack scolded. "Don't you go apologizin' for somethin' we don't even blame ya for!"

"You might as well blame me!" Moonlight replied. "As long as I'm here, those wolves will just keep coming after us!" She then took off her necklace and threw it the floor. "All because of this stupid, cursed neclacke!" She then sniffled and covered her eyes with her forelegs. However, her lamenting was soon interrupted when she heard a shimmering sound, and when she looked up, she saw her necklace floating towards her with a pinkish-purple aura.

"Your necklace isn't stupid and it isn't cursed," said Twilight with a reassuring smile. "Your sister gave it to you...so it should mean something to you, shouldn't it?"

"...Yeah, but-" Moonlight started.

"So a few wolves come and start trashin' the place," Rainbow Dash interjected. "Big deal! We'll take care of 'em for ya, kid!"

"That's right," Starlight agreed. "So don't let a few wolf attacks think that your necklace is cursed."

"It doesn't matter why Warfang wants it," said Applejack. "We'll protect it and you from him."

"Yeah, so turn that frown upside-down!" Pinkie added.

"...But...but I don't want you guys to get killed because of me," Moonlight said. "How do I know you won't get tired of protecting me all the time and get rid of me?"

"That will never happen," Twilight replied. "You're our friend, Moonlight...and friends are definitely worth fighting for."

Hearing that and seeing Twilight and the others give her these confident, reassuring smiles made Moonlight's eyes sparkle with hope.

"Besides," Twilight said, "don't you remember what I said? I'll always be with you...and so will my friends."

A pause...but then Moonlight smiled before she went up and nuzzled Twilight, who giggled as she nuzzled her back.

"Aww," Fluttershy cooed. "Now isn't that sweet?"

"...Yeah...!" Swiftclaw said as his eyes started getting misty.

"Dude, are you crying?" Rainbow Dash asked.

"What?!" asked Swiftclaw as he quickly wiped his eyes. "O-of course not! I got something in my eye, that's all!"

"Sure you do," Rainbow Dash smirked while Applejack and Fluttershy chuckled.

"...Can...we still do those magic lessons?" asked Moonlight.

"Of course we can," Twilight answered, "but we should probably do them tomorrow morning."

"Okay," Moonlight nodded.

"Uh...Twilight?" Starlight asked as she looked outside the hallway. "We have another visitor."

"Oh, boy," Twilight whispered in slight exasperation before she turned around with her eyes closed. "Can you tell them to come back tomorrow? Because we really had a very tough..." She opened her eyes and gasped upon seeing it was none other than her older sister-in-law, Cadence. "Day?!"

"Oh, so suddenly I'm not very important?" Cadence asked, although she still had an affectionate smile on her face.

"Cadence!" Twilight cheered as she ran up to Cadence and they did their special greeting.

 _"Sunshine, sunshine,_

 _Ladybugs awake!_

 _Clap your hooves,_

 _And do a little shake!"_

Soon, the two princesses laughed as they gave each other a warm hug.

"Oh, that's not all!" Cadence said as she pulled in a pram with Flurry riding in it, just as giggly and bright-eyed as Twilight remembered her.

"Flurry~!" Twilight and the others exclaimed as they gathered around her, making baby talk and kissy noises. Twilight even blew a raspberry on her niece's tummy, which caused her to squeal with laughter. Moonlight only blinked in curiosity before she got up and went to join the others, which caused Cadence to take notice.

"Well, hi there!" Cadence greeted in a bit of a motherly tone. "Who are you?"

"M...Moonlight Essence," Moonlight answered before she looked up at Flurry and smiled. "Is she your daughter?"

"She sure is," Cadence answered. "This is Flurry Heart."

"She's so cute," Moonlight said. "...Can I hold her?"

"Of course you can!" replied Cadence before she used her horn to pick up Flurry and put her in Moonlight's hooves. "Easy, now. Watch her head."

Moonlight gently held the baby alicorn in her hooves while smiling down at her.

"Hi, Flurry," Moonlight said, causing Flurry to coo at her. "Heehee! I think she likes me!"

"I think she likes you, too-" Cadence started, only to gasp upon seeing Swiftclaw sitting in the corner with an awkward grin. "Uhh...did you all know there's a wolf in here?"

"Oh, don't worry," Fluttershy answered. "He's very nice."

Flurry cooed as she looked over at Swiftclaw, then reached her tiny little hooves out to him, to Cadence's surprise.

"...I think...she wants you to come over," Cadence said.

"I...I don't know," Swiftclaw replied, but then, Flurry flapped her wings and flew toward the younger Wolf Prince, who backed away from her as she crawled up to him. Then, she went up and hugged his right foreleg, cooing and giggling innocently, while the group was absolutely stunned.

"I don't believe it...!" Cadence whispered. "She's not scared of him!"

"I told you," Fluttershy replied, while Swiftclaw chuckled.

"Uh...hi, there," Swiftclaw said, softly, causing Flurry to coo even more. "...Aww...what a cute little...baby..." His eyes then bugged out of his head when he realized what kind of pony Flurry was. "A...baby alicorn?!"

"Yeah...it's a long story," Cadence replied, just as Rarity and Spike walked in.

"Oh!" Rarity exclaimed. "I thought I heard your voice, Princess Cadence!"

"Hello, Spike, Rarity," Cadence said.

"If you're looking for Shining Armor, he's in his room," Spike answered, "but...he's resting."

"...How bad is it?" Cadence asked.

"Well, it could be worse," Rarity answered. "He could've lost his leg."

"I'm almost not surprised," Cadence said. "He's almost always pushing himself like this. Still, I better go see him. Come on, Flurry, time to go see Daddy!"

On that, Flurry gave Swiftclaw a wet, sloppy baby kiss on his snout before she turned and flew to her mother, her prepared to carry her off.

"Oh, one more thing!" Cadence exclaimed before she looked to Twilight. "Twilight...Flurry and I aren't the only ones who came to visit."

"Who else is here?" Twilight asked.

"I am."

Everyone in the room turned and gasped upon seeing it was none other than Celestia, who walked in with her usual warm smile and dignified grace. The others soon kneeled before their ruler, save for Twilight, who smiled broadly upon seeing her old teacher.

"Princess Celestia...!" Twilight whispered. "It's so good to see you!"

"It's good to see you, too, Twilight," Celestia replied before her smile fell. "However...I'm afraid I'm here for more than just a social call. Tell me...have you seen a wolf with a spiked helmet and a blind eye?"

"H-how'd you know?!" Twilight asked.

"...As I feared," Celestia muttered.

"What's wrong, Princess Celestia?" asked Starlight.

"We need to talk," Celestia answered.

* * *

Uh-oh...

Review, please!


	14. Ch 13- Celestia, Luna, and Silverwind

**Ch. 13- Celestia, Luna, and Silverwind**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

Shining Armor lie sleeping in his bed, bandages wrapped around several parts of his body. However, his sleep was interrupted when he felt a shadow cast over his face, which prompted him to open his eye and see that it was Cadence, who smiled down at him with loving eyes while holding Flurry in her foreleg.

"Hey," Cadence whispered while Shining Armor chuckled.

"Hey," he greeted. "You, uh...you caught me on an off-day."

"We all get them, now and then," Cadence replied as she and her beloved husband shared a kiss. Flurry, on the other hoof, cooed and giggled as she reached out to her father, who chuckled as he gently took her into his embrace.

"Hi, Flurry," he said as he kissed his daughter's cheek. "It's good to see you, too, sweetie."

"Dada!" Flurry babbled, causing her parents to chuckle as they nuzzled her, affectionately.

XXX

Inside the throne room, Celestia sat before Twilight and the gang, as well as Moonlight and Swiftclaw.

"I'm sure you're well aware," Celestia began, "that the reason why Warfang has appeared around Ponyville is because of this." She gestured to Moonlight's necklace.

"Warfang told us it was something called the Stone of Wishes," said Twilight, "but...what is it, Princess Celestia?"

"And why does Warfang want it so badly?" asked Applejack.

"...To know that," Celestia began as her horn began to flash a white aura, "then you'll have to know Warfang's origins...back when he went by another name, entirely."

On that, the aura from her horn began to swirl around the room before landing on the crystal table...and soon after, an image began to appear: it was of Celestia herself, back when her mane and tail were a light pink instead of the iridescent rainbow color it is, today.

"Ooh, magic movie time!" Pinkie exclaimed as she brought out a bowl of popcorn, which she began to munch on.

"...You gonna share those?" asked Spike.

Celestia in the image smiled as she raised the sun to the sky as she does, every day. She then turned and headed inside the Castle of the Two Sisters, back when it was in its lustrous glory. As she entered the throne room, she spotted Luna, back when she was slightly smaller than her sister, and her mane and tail were not made of moondust and stars, using her horn to make a tower of wooden blocks. Despite this, she sighed sadly while Celestia approached her sister in concern.

"A thousand years ago," Celestia said, "before I banished my sister to the moon, we once lived in the Castle of the Two Sisters. However...we were not the only ones there."

 _Flashback_

As Celestia went to check on her sister, she spotted someone else approach, as well: a gray wolf with golden yellow eyes, who looked up at her before he smiled and put his paw to his mouth, causing Celestia to smile back and nodded. Then, he approached Luna from behind before tapping her shoulder, causing her to look back...only to find no one there. She then shrugged and looked back at her block tower, only to find several blocks missing.

"Hey!" she exclaimed before two paws covered her eyes, causing her to gasp.

"Guess who~!" a voice called, which caused Luna to beam brightly before she turned and saw the wolf, who chuckled at her.

"Silvy!" Luna exclaimed as she jumped into his paws.

"Hey, Luna!" the wolf said as he playfully tossed her into the air and caught her. "Whoa, you're getting heavy, there!"

"I know!" Luna answered. "I'm 700-and-a-half!"

"Hehehe!" the wolf chuckled. "You sure are, kiddo!"

"It's good of you to come by, Silverwind," Celestia said. "Luna was getting a little lonely."

"I'm always happy to visit my two favorite princesses in Equestria," the wolf, Silverwind, answered.

 _"Back in those days...Warfang was known as Silverwind. He, Luna, and I were good friends."_

 _"You were friends with a wolf?!"_

 _"Yes, Twilight. Friendships tend to transcend among different species."_

"Silvy, let's go play hide-and-seek!" Luna exclaimed. "You and Tia are it!"

"No surprise there," Silverwind said before he covered his eyes. "1...2...3...4..."

On that, Luna ran off to hide while Silverwind kept counting, while Celestia chuckled and began to count, as well. After counting to 30, they soon went to look for Luna.

 _"We met sometime after Luna and I defeated Discord. He had been injured by some ponies who beat him for simply walking into their sight. It couldn't be helped...wolves were known to eat ponies. It was in their nature...and yet, Luna and I saw passed that. Sounds a bit familiar, doesn't it, Fluttershy and Swiftclaw?"_

 _"Yes, it does. I wasn't afraid of Swiftclaw because I thought he could use some kindness."_

Silverwind sniffed the floor as he and Celestia continued their search for Luna. Before long, the wolf stopped in front of a tapestry, and he could see a light blue tail sticking out from behind it, followed by a soft giggle. He smiled before he pulled the tapestry back, causing Luna to squeal before she went up and hugged him, which made him laugh in turn. Even Celestia laughed heartily as she went to join in the hug. However, they were blissfully unaware that a few pony guards were watching them, and needless to say, they did not look very pleased, at all.

"Look at that," whispered one of them. "It's disgusting."

"A pony and wolf, friends?" asked another. "Blasphemy!"

"My grandmother was devoured by those monsters," whispered a third. "Why the princesses have befriended one is beyond me."

 _"Those were such happy times. We were all so close together...but not everypony accepted our friendship."_

Celestia had just put Luna to bed for the day after she had just finished lowering the moon and was walking down the hallway when she noticed Silverwind nearby, only, for some reason, he had this distant look in his eyes, something that Celestia noticed quite quickly.

"Silverwind?" she asked as she approached him.

"Oh," Silverwind answered. "Hello, Celestia."

"Is everything all right?" asked Celestia.

"...No," Silverwind admitted. "Everything is not all right." He then screwed his eyes shut. "I...I heard some ponies talking about us."

"Us?" asked Celestia.

"They say that I'm using you as a means of protection," said Silverwind. "They say that I don't really think of you as a friend at all, and that you and Luna secretly hate me...I know it's not true, but...but I-"

"I understand, Silverwind," said Celestia. "They just don't know you like Luna and I do."

"But...we're so different, you and I," Silverwind said. "I can't live off pancakes, cupcakes, pies, flowers, and oats. My kind relies on hunting your kind to survive...and let's face it. We'll never be seen as equals as long as the laws of nature are in effect."

Celestia furrowed her brow in concern while Silverwind sighed.

 _"I felt my heart go out to him...I felt that somehow, someway, I had to make it up to him...and back then, I did the only thing I could think of..."_

"Silverwind?" Celestia asked, causing the wolf to glance up at her. "Come with me."

Though confused, Silverwind soon stood up and followed after his alicorn friend, who led him into the castle library.

"The library?" asked Silverwind. "I don't understand it. Why would you bring me here?"

"Because, Silverwind," Celestia began, "I am going to teach you how to use magic."

Silverwind gaped at this revelation.

"M...magic?! Me?!" he asked. "But Celestia, that's impossible! I'm not a unicorn! I'm not even a pony!"

"Pony, unicorn, wolf," Celestia listed, "it makes no difference. Magic is inside all of us, Silverwind. We just have to find ways to unlock it."

She then used her magic to lift a book out of a bookshelf and gave it to Silverwind, who took the book in his paws.

" _Basic Magic and Spells, Volume 1 by Star Swirl the Bearded_?" he read, inquisitively.

"I suggest you start reading," Celestia said. "Don't worry, I'll help you every step of the way."

Silverwind smiled before he opened up the book and started reading while Celestia sat by his side.

 _"Time passed, and although it took some doing, in a matter of just 4 months, Silverwind had already gotten a hang of the basic spells, such as transfiguration..."_

Inside the library, Silverwind sat before several objects: a rock, an apple, and an old horseshoe, respectively, while Celestia and Luna stood nearby.

"Are you ready?" asked Celestia.

"Mm," Silverwind nodded before he held up his paw, which glowed a white aura as he held it up to the rock, and after a few seconds of waiting... **POOF!** The rock transformed into a ruby!

"Yes!" the wolf cheered while Celestia laughed and Luna clapped her hooves in delight. Then, Silverwind held up his paw to the apple, which then transformed into a carrot, and after, he turned the old horseshoe into a top hat!

"Splendid!" Celestia exclaimed. "Absolutely marvelous, Silverwind!"

"Hooray for Silvy!" Luna cheered.

Silverwind smiled, feeling his confidence grow.

 _"Teleportation..."_

Celestia, Luna, and Silverwind stood in the castle courtyard.

"Ready?" Celestia asked.

"Let's do it!" Silverwind answered before Celestia and Luna closed their eyes, and as quick as a flash, they both vanished, and soon after, Silverwind followed suit, and they all ended up in the castle balcony. They all beamed at each other before they did it again, this time ending up inside the dining hall, and then again as they appeared above the castle roof...that is, until Silverwind remembered he couldn't fly. He yelped in surprise, just before he was about to plummet, but thankfully, Celestia caught him, just in time.

 _"And finally, shield magic."_

The trio were out in the courtyard, once again, with Celestia facing Silverwind while Luna stood by and watched. Celestia's horn glowed a hot white aura, preparing to fire a beam. Once she shot it, Silverwind held up his paws, which caused a silvery-white barrier to appear him, which deflected the beam, which ended up hitting a training dummy...which ended up getting set on fire. Luckily, Luna was there with a bucket of water to douse it out.

"Wow!" Silverwind exclaimed as he looked up at Celestia. "Did you see that, Celestia?!"

"You are making excellent progress, Silverwind!" Celestia praised. "I'm very impressed!"

"Well...I did have a pretty amazing teacher," Silverwind complimented.

"Hey, what about me?" Luna asked. "I helped, too!"

"Hehehe!" Silverwind chuckled as he ruffled Luna's mane, causing her to giggle. "Don't worry, Luna, I haven't forgotten you."

"I know," Luna smiled. "I was just testing you."

On that, the three friends laughed.

 _"Things went well...but then...gradually, I began to notice a change."_

Autumn was upon Equestria before anypony knew it. The leaves on the trees were beginning to fall off their branches and the birds were beginning to fly south for the Winter. Celestia went into the library, where she found Silverwind, pouring over a bunch of books...some of which were actually floating in the air as he read them.

 _"Wow...and I thought you were a bookworm, Twilight."_

 _"Spike! Shh!"_

Celestia approached the wolf from behind, but he didn't seem to notice her as he opened up another book with a look of deep concentration.

"Umm...Silverwind?" asked Celestia.

"Huh?" Silverwind muttered as he glanced back. "Oh. Hi, Celestia."

"Luna and I were thinking about going for a bit of a stroll," Celestia said. "You've been in here for a couple of days, now...how about you come with us? The fresh air will do you some good."

"Uh...n-no thanks," Silverwind answered as he looked at another book. "I'm reading about advanced transfiguration and geomancy."

"...Oh," Celestia said. "Well, all right then...see you later, I suppose."

"Yeah, sure..." Silverwind muttered while the Princess of the Sun walked out, and Luna soon joined her side.

"What'd he say?" Luna asked.

"He's not coming," answered Celestia.

"...Oh," Luna said with a pout.

"Oh, Luna, it's okay," Celestia said. "I'm sure he'll come around...eventually."

"But all he's done nowadays is sit in the library and read all those yucky books," Luna said.

"Let's just leave him alone, for now," Celestia said as she and Luna walked out.

 _"I should have suspected something might have been wrong...but I didn't listen to my instincts. I wanted to continue believing that everything was fine...but I was so wrong."_

Night had fallen on Equestria, once more. Celestia had just returned to the castle after she had a diplomatic meeting with the ponies of Trottingham. However, all was not well, for when she entered her sister's room to say goodnight to her...she found her lying in her bed, crying her eyes out.

"Luna?!" Celestia questioned as she ran to her sister's side. "Luna, what's wrong?! Are you all right?!"

"No...!" Luna sniffled. "Silvy doesn't like me, anymore!"

"What do you mean?!" Celestia asked. "What did he say to you?!"

"I was just trying to get him to leave the library," Luna answered, "but...but when I did, he yelled at me! He said I was a stupid little pony and that I should leave him alone!"

Celestia furrowed her brow in anger before she turned to leave the room.

"Luna, wait here," she said. "I'll be right back."

Once Celestia arrived at the library, she gasped at what she was seeing: Silverwind, sitting at a desk with stacks and stacks of books around him, some of them even floating in the air above his head. There were empty bottles littered around the floor, and Celestia could smell the scent of alcohol. She could hear the wolf murmuring under his breath, as well.

"Silverwind!" Celestia shouted. "What is the meaning of this?! I leave for most of the day, and when I come back, I find my sister in tears because you yelled at her for no reason?!"

"She was disrupting my work," replied Silverwind, his voice sounding a bit slurred.

"She only wanted you to come out and play with her!" Celestia argued. "Like you used to, remember?!"

"I don't have time for childish games," Silverwind answered.

"What is all this?" Celestia asked as she looked around. "I don't remember these books being here!" She then noticed one of the open books on the floor before she took a look at the pages...only to gasp in horror. "Silverwind...what are you doing, reading about destructable spells?!"

"...Transfiguration, transportation, shields...they only go so far, Celestia," said Silverwind. "I want more...more magic...more POWER..." He then made a toothy grin as he turned to Celestia, who backed away, slightly unnerved. "Don't you think, Celestia?"

"What's wrong with you?" Celestia asked.

"What's wrong with _me_?" asked Silverwind. "Funny...I could ask the same thing."

"What do you mean?"

"Everypony in Equestia just LOVES you, don't they? And yet, nopony loves a wolf...a wolf who is actually FRIENDS with that pony. I kept questioning why this was so...but then I remembered: ponies don't just hate wolves...they FEAR us. Why? Because they know who's really superior. Before you and that sister of yours showed up, the wolves hunted the ponies as a means for food...but then, you come and what do you do? You throw the natural order off the rails!"

"I thought you hated the natural order!"

"I did, at first...but then I realized how blind I was. You're no princess...you're just an inferior pony with an overinflated ego and made other ponies think they have the run of the place! Well, no more, Celestia...I think it's time Equestria got a new ruler...and that is ME."

Celestia gasped in horror.

"You're mad...!" she whispered. "Equestria was meant to be ruled with balance! Without balance, everything goes into disarray!"

"Balance, my tail," Silverwind hissed before he pushed passed Celestia. "I'll show you all who's really in charge, here!"

Celestia watched with concern as she watched her lupine friend walk out of the library.

 _"At first, I just thought he was speaking out of intoxication...I thought that maybe it was all just some sick joke...that he never really thought of us ponies, that way...but again, I was proven wrong."_

The following day, Celestia was in the throne room with Luna again...the latter looking very solemn. The older sister put her wing on the younger's shoulder, causing her to glance up at her. Celestia then gave Luna a reassuring smile, which Luna returned...albeit briefly before she frowned again.

"Oh, Luna," Celestia said. "I know Silverwind's been a little...different, lately, but he'll be back and we'll be friends again, just like before...okay?"

"...I guess, Tia," Luna said.

"PRINCESSES!"

The two sisters turned to see a royal Pegasus guard run up to them, a look of horror on his face.

"Captain Tailwind?" asked Celestia. "What's wrong?"

"...You need come to see this, immediately," said Captain Tailwind, grimly before he ran off, with Celestia and Luna glancing at each other worriedly before they followed him to the castle entrance. There...they gasped in horror upon seeing the carcass of a light blue earth pony mare, her stomach ripped open my sharp fangs, a large gash in her neck, and her body covered in blood.

"...No...!" Celestia whispered.

"W-what happened?!" Luna asked. "Who did this to her?!"

"...Your so-called wolf friend," Captain Tailwind hissed with tears forming in his eyes. "He wasn't alone, either...several other wolves were with him."

"...You know this pony...don't you, Captain Tailwind?" asked Celestia.

"...My...fiancé," whispered the disheartened Pegasus. "We were going to get married, next year...start a family...!" He then choked back a sob.

"...Enough is enough," Celestia whispered. "It's bad enough he verbally attacks my sister...but when he attacks innocent ponies, I cannot allow this violence to continue!" She then glanced down at Captain Tailwind. "Captain, prepare the troops! It seems that we're going to war."

"Huh...?" Luna muttered while Captain Tailwind wiped away his tears and saluted Celestia.

"Yes, Your Highness!" he exclaimed.

 _"It was my fault...I unintentionally caused Silverwind's descent into darkness...and it would only get worse from there."_

Everything was ablaze. All around...there were the sounds of yelling and screaming as ponies and wolves clashed. The wolves growled as they lunged at their enemies, who tried their damnedest to fight back...but others were not as lucky. Somewhere in the carnage, a little lost earth pony filly was crying as she sat near the body of her dead father, who was unfortunate enough to be eaten by the wolves while she watched from her hiding place.

Not too far away, Captain Tailwind panted as he stood in front of one of his injured guards...although he looked much worse. His right wing was mangled beyond repair, his body was covered in bite marks, and his right eye was missing. Before him, five wolves stood and growled viciously, but Captain Tailwind just glared right back at them.

"Come on, you mangy fleabags!" Captain Tailwind barked. "Is that all you got?! Huh?! Why don't you come closer?! Too scared to face me?! ARE YOU?! COME ON, YOU DAMN SAVAGES! COME AND GET ME!"

The wolves growled before they lunged at Captain Tailwind...and soon after, an agonized scream filled the air, followed by the sound of fangs, tearing into flesh.

 _"It was a disaster...the fighting...the chaos...it was worse than anything I had ever witnessed."_

 _"...And...Silverwind?"_

 _"Well, Rarity...Luna and I had to face him...alone."_

Deep in the Castle of the Two Sisters...the guards were all lying on the ground, either dead or barely alive...and up ahead was Silverwind, who was wearing the kind of armor he wears today, but the helmet just had one spike instead of five. The wolf pushed open the door as he stared up at the Elements of Harmony, back in their original forms. He smirked as he approached them and reached his paw up to them...

"Silverwind!"

Silverwind turned to see Celestia and Luna, both of them wearing armor of their own. Celestia's armor was golden and bright like the sun, while Luna's armor was dark blue with silver shoulder plates.

"Step away from the Elements," Celestia warned.

"And what are you going to do if I don't?" asked Silverwind.

"The Elements are not meant to be used out of anger, Silverwind!" Celestia said. "Last warning! Walk away...now!"

"Never," Silverwind glared.

"...Then we have no choice," Celestia said before she glanced down at Luna, who glanced up at her before she nodded her head. Then, the two sisters' horns glowed before they both fired their beams at Silverwind, who erected a barrier using his horned helmet. Then, he glared at the two sisters before he fired a beam of his own at them.

"LOOK OUT!" Celestia cried as she pushed Luna out of the way, then dodged the attack herself. Then she flew up into the air and fired another beam at Silverwind, who countered by firing a beam as well. Their magic clashed, and the resulting collision caused a powerful explosion. As the smoke began to clear, Luna lunged for Silverwind, who growled as he lunged right back at her with his claws outstretched and blades of dark red energy appearing around him. Luna gasped as she tried to counter with her horn, but one blade ended up slicing off one of her shoulder plates and another grazed her left flank. Then, Silverwind tackled her and pinned her to the wall, his jaws gnashing as he tried to bite at her throat. However, Celestia soon stopped him by tackling him next.

"AGH!" he cried before he growled at Celestia and clamped his jaws on her right front leg, causing her to scream in pain before Silverwind threw her against the floor. She tried to get up, only for the wolf to pin her down, his paws squeezing against her neck, causing her to gag.

"You...bastard...!" Celestia hissed.

"This is the end, Celestia," Silverwind said. "Say goodbye."

"GET OFF OF MY SISTER!" Luna shouted as she slammed her back hooves into Silverwind's face. Celestia gasped as she stood up, panting heavily before she faced the wolf, who growled before he got up and lunged for the two sisters, once more, his magic blades clashing with their horns.

 _"It was a fierce battle. Both Luna and I suffered great injuries...as did Silverwind...but before too long, we sisters emerged, victorious."_

"RAAAAAAAAAAAAARRGH!" Celestia and Luna, both covered in scratches, bite marks, and nearly stripped of their armo roared as they fired a combined beam of light at Silverwind- who was in the same state as they were- and tried to counter with another of his own, but this time, their attack overwhelmed his own and forced its way toward him. Silverwind gasped before he was struck by the beam was sent crashing into the wall behind him. The sisters panted, breathlessly before Celestia gave a sigh of relief, then looked down at Luna, who glanced up at her older sister, almost sadly.

"...Let's go, Luna," Celestia whispered as she turned to leave with Luna following after her. However...Silverwind opened his eyes before he growled viciously and charged at Luna, who gasped upon noticing him. The lupine lunged forward with jaws agape and claws outstretched, preparing to sink his fangs into the younger princess's neck...but then, Celestia pushed Luna out of the way, glaring furiously at the wolf before she bowed her head, then flung it upward, her horn stabbing into his left eye. He yowled in pain as he flew backward and hit the floor, blood dripping from the wound.

"Silverwind..." Celestia hissed. "You are no longer welcome in Equestria! I hereby banish you and your followers to the Jagged Fang Mountains, far to the North! Now leave...and NEVER return!"

A pause...but then Silverwind chuckled darkly as he turned and glared at Celestia and Luna.

"Oh...I'll be back, Celestia," he said. "And when I do...I swear that Equestria will be mine. Oh...and my name isn't 'Silverwind' anymore...that wolf is long dead. From now on...you and all of ponykind will forever fear my wrath! So says Warfang, the King of Wolves!"

On that, he turned and fled from the chamber, taking any remainder of his army with him...and all the while, Celestia and Luna could only watch, the latter having tears in her eyes.

 _Flashback end_

Twilight and the group gaped in shock and horror at what they had just witnessed, while Celestia stood before them, her eyes closed sadly.

"...It was my fault," she said. "I was naive that I didn't realize how my friend was truly feeling...and I would later make that same mistake with my dear sister..."

The group felt their hearts go out to their ruler, who took in a deep breath, as if trying to fight back tears.

"...I can't believe it...!" Swiftclaw said. "All this time...Father told me that it was you who made him the way he is, today. I mean...in a way, you did, but...you had good intentions."

"Even the best intentions often go awry," Celestia said. "I learned that the hard way. I thought that by teaching Silver...I mean, _Warfang_ magic...it would make us equal in the eyes of others...but it was not to be. Instead of helping him, I only caused him to spiral into madness. What's worse...he used the magic I taught him to prolong his life-span, and during that time, he grew and trained his army until the time for invasion was right."

"Well...that still doesn't explain why he wants this thing," Rainbow Dash spoke as she gestured to Moonlight's necklace.

"Ah, yes," Celestia said. "The Stone of Wishes is no mere object...it is a powerful artifact, created by Star Swirl the Bearded himself. Back before Luna and I came to rule, Star Swirl created the stone in order to give the ponies of Equestria what they needed. However, in time, those with blackened hearts saw other uses for the stone. While most ponies used the stone in order to provide for their families, others used it to satisfy their own greed and selfish desires. Over time, more wrongdoers continued to seek out the stone, and they resorted to any crime to get it. You see...the stone knows neither good nor evil. As long as it senses powerful magic, then it will do whatever the user asks...and though Warfang already has powerful magic, if he gets his greedy claws on the Stone of Wishes, he could use it to amplify his powers at least tenfold!"

The group gasped at this.

"So that's why he wants it so badly," whispered Swiftclaw in horror. "I can't believe I never knew!"

"So what does that have to do with me?" asked Moonlight.

"Moonlight Essence," Celestia said, "long before you or either of your parents were born, Star Swirl entrusted the Stone of Wishes to your ancestors to guard it. The Zodiac Nomads have guarded the stone for centuries. Warfang found out about it and sought out your family to obtain the stone...by any means necessary. In fact, that's why they were on their way to Canterlot: to give the stone to me so that I could protect in their stead..." She then sighed, sadly. "I just never expected your family to be killed. Your father, Sagittarius, was a brave, noble, and just leader...I give you my deepest condolences."

"...Thank you, Princess Celestia," Moonlight said.

"And now," Celestia began, "since I'm here, I'll be taking the stone with me now-"

"NO!" Moonlight shouted at the top of her lungs, starting everyone in the room. Even Celestia was taken back by this, while Twilight grinned sheepishly.

"Y-you have to forgive her, Princess Celestia," said Twilight. "It's just...the necklace was the last thing her older sister, Starburst Shine, gave her. It's the last thing she has to remeber her and the rest of her family by."

"She's very protective of it," Starlight added.

"...I see," Celestia realized. "Moonlight? Is it all right if you go outside for a moment?"

"You're not mad at me, are you?" asked Moonlight, worriedly.

"Of course not, child," Celestia said with a reassuring smile. "Just go outside in the hallway."

"O-okay," Moonlight answered as she got up and left.

"Well...this just got more troublesome than I thought it would be," said Celestia. "It's clear she refuses to part with the stone. If nothing is done, the fate of all Equestria could be at stake. Warfang won't stop attacking Ponyville until he gets the Stone of Wishes in his clutches...and more than likely, he'll kill Moonlight to get it."

"What are you gonna do, Princess Celestia?" Pinkie asked.

"We can't force her to give up the necklace," Spike added.

"Spike's right," Fluttershy agreed. "It will break her poor heart!"

"There must be something we can do!" Twilight exclaimed. "Isn't there, Princess Celestia?"

Celestia paused, contemplating on what to do.

"...Well," she said, "I'm afraid I have only one choice."

"Of course!" Twilight answered. "Just tell us what it is, and we'll do it!"

"In order to keep both Moonlight and the Stone of Wishes safe," Celestia began, "I must take them both into my protective custody."

Hearing that caused Twilight's eyes to go wide and her mouth to gape open in shock. The others also took on the same expression.

"P...protective custody...?" asked Twilight.

"Wait," Applejack spoke up, "a-are you sayin' that...?!"

"I'm afraid Moonlight can no longer stay here in Ponyville," said Celestia.

"...No...!" Twilight whispered with tears forming in her eyes.

* * *

Oh, man.


	15. Ch 14- Twilight's Choice

**Ch. 14- Twilight's Choice**

* * *

My Little Pony © Hasbro and Lauren Faust

Story and OCs © Me

* * *

"There has to be another way!" Twilight cried. "Please, Princess Celestia...maybe I can try and convince Moonlight to give up the stone! I mean...it might take a while, but-"

"Twilight," Celestia said, sternly. "I know you mean well...but the longer Moonlight stays here, the more danger she'll be in, as well as the rest of Ponyville."

Twilight lowered her head and whimpered while Spike put a reassuring claw on her shoulder, and Pinkie even nuzzled her face in an attempt to console her.

"I know it sounds like a lot to ask from you," Celestia began, "but you have to consider what's at stake, here."

"But Princess Celestia," Twilight began, "we told Moonlight we wouldn't get rid of her! What if she gets the wrong idea?!"

"Yeah, she's just a kid!" Rainbow Dash added. "She won't understand!"

"She'll be plumb devastated!" Applejack added.

"And think about our local Cutie Mark Crusaders!" Rarity added. "They'll never forgive us for sending their newest friend and member away!"

"Maybe they won't understand, now," said Celestia, "but they will, eventually, when they get to be your age."

"...But...but Princess Celestia...!" Twilight said as her tears spilled. "I...I was going to have Moonlight live here in the castle with me! I...I love her!"

"I can tell that you do," Celestia said with the utmost sincerity, "and it pains me to have you make such a choice. I felt the same way when I banished Luna to the moon...but Twilight...sometimes, you have to ignore your feelings and do the right thing...especially when the fate of Equestria hangs in the balance."

Twilight nodded her head, trying her best to wipe her eyes.

"...It's late," Celestia said. "Perhaps you'll think better when you've had some rest...but I'll give you until sunset tomorrow to come to a decision."

On that, she walked out to get Cadence and Flurry, while Twilight just stood there, silently with her tears still falling to the floor. All her friends could do was huddle around her in a group hug in an attempt to console her. As for Switftclaw, he only stood by, watching sadly as Twilight continued to cry.

After a while, the others decided it was time to go home, but Applejack told Twilight to come to them if she needed them, which she agreed to do. Cadence said her goodbyes to Twilight and tried her best to assure her that everything would be okay, and even Flurry tried to cheer her up, but her younger sister-in-law still seemed inconsolable. Once they were gone, Twilight, Starlight, and Spike prepared to retire for the night. However, Twilight had to find Moonlight and take her to bed, first. It didn't take very long, though, for she found her asleep in the library with her head on the table and surrounded by various paints, mostly purple, hot pink, lavender, and grayish blue. There were paint stains and a messy paint brush on the table and floor, but Twilight figured she could clean those tomorrow morning.

The purple alicorn used her magic to gently lift Moonlight and put the exhausted filly on her back. However, when she looked down at the table, she noticed a piece of paper lying there. She picked it up and, upon getting a closer look...Twilight felt her tears coming back to her, once again.

It was a picture of her and Moonlight, standing under a heart, and above that were the words "My New Big Sister" written in pink crayon.

As if the situation wasn't harder than it is, already.

XXX

The next morning, Twilight was lying in bed, looking very tired and red-eyed from crying so much. Moonlight was lying in bed, next to her, also sound asleep, completely unaware of how Twilight was feeling.

She already thought about the pros and cons of having Celestia take Moonlight to Canterlot.

Pros: Moonlight and the Stone of Wishes would be well-protected under Celestia's watch, Ponyville would no longer be under threat from the wolves, Twilight could still come and visit Moonlight, and she might even get enrolled in Celestia's School for Gifted Unicorns.

Cons: Moonlight wouldn't understand why she had to leave, call Twilight a liar for promising her that she wouldn't get rid of her, and might even rip up the picture she made for Twilight.

"...Ohh..." Twilight sighed as she hugged her pillow. "It's no use...I can't decide...!"

"Can't decide what?"

Twilight gasped as she looked down at Moonlight, who yawned as she blinked up at her, tiredly.

"Uhh...I can't decide...what we're going to have for breakfast!" Twilight replied. "Yeah, that's it!"

"Oh," Moonlight answered. "...Uh...Twilight? Are you okay? You look really tired."

"...It's...it's nothing you need to worry about," Twilight answered. "I just...had a bad dream, but it's okay now."

"Are you sure?" Moonlight asked.

"Yeah, I'm sure," Twilight answered.

"Who wants pancakes?" asked Starlight. "I just made a batch, this morning!"

"Yummy!" Moonlight exclaimed as she ran to get some, but Twilight remained behind, watching with sad, tired eyes.

"Wow," Starlight answered. "For somepony who found out she's leaving Ponyville, she's taking this surprisingly well."

"...Yep," Twilight replied with a nervous chuckle. "Really, really well."

"...Uh...Twilight?" Starlight asked. "You DID tell Moonlight...right?"

"... ... ..." Twilight bit her lip, pinned her ears back, and started sweating nervously.

"You didn't tell her, yet?!" Starlight questioned in shock.

"Shh~!" Twilight shushed. "Not so loud...!" She then sighed. "Okay, no! I didn't tell her, yet, but I can't tell her, don't you see?! It'll break her heart!"

"Twilight, she's going to suspect something when we take the train to Canterlot, today!" answered Starlight. "If you don't tell her now, then she really will be mad at you!"

"But Starlight," Twilight said, "how could I tell her that she's not going to live with me, after all?! Especially after I found this?!" She then showed Starlight the picture Moonlight painted for her...and needless to say, Starlight was rather moved.

"...I...I guess that does make things harder, doesn't it?" Starlight asked. "But Twilight...you HAVE to tell her...or you'll come to regret it."

"...I...I guess you're right, Starlight," Twilight said. "...But...I just wish it didn't make me so unhappy!"

"Believe me...this isn't easy for me, either," Starlight answered, "but it's best that she knows now...so you better go and tell her."

Twilight heaved a sigh before she headed downstairs and found Moonlight sitting at the table with Spike and Shining Armor, who smiled at her fondly as she ate her pancakes before they noticed Twilight approach.

"Hey, Twily," Shining Armor greeted before he noticed her exhausted visage. "Hey, you okay? You don't look so good."

"Yeah, you look exhausted," Spike added.

"So I've been told," Twilight answered. "Anyway...I-I need to get tickets for the Friendship Express. We're going to Canterlot, today."

"Ooh, what for?!" Moonlight asked, excitedly. "Am I going, too?!"

"Uh...yes!" Twilight replied. "We're all going! Me, you, Spike, Starlight, Shining Armor, Applejack, Rarity, Fluttershy, Rainbow Dash, and Pinkie Pie, too!"

"Yay!" Moonlight cheered. "Will we get to see Princess Celestia, too?"

"...Yeah...we're gonna see Princess Celestia, too," Twilight answered.

"Whoo-hoo!" cheered Moonlight before she turned and ran out. "I can't wait, I can't wait, I can't wait!"

"... ... ..." Twilight sighed as she rested her head on the table, to Shining Armor and Spike's concern.

"...You haven't told her, have you?" asked Spike.

"No, Spike, I haven't," Twilight answered, irritably. "Obviously."

"...This is about what happened last night, isn't it?" Shining Armor inquired.

"You know?" Twilight asked.

"Princess Celestia told me," Shining Armor answered. "Twily, honestly, I'd be thrilled to have another little sister around...but I do have to agree with Princess Celestia on this one: Moonlight's safety, as well the safety of Equestria comes first."

"You sound just like her," said Twilight. She felt like she wanted to cry, but she couldn't, not after last night.

"It'll be okay, Twilight," Spike said as he put a claw on her shoulder. "We'll be right behind you!"

"...Thank you, Spike," Twilight smiled.

Just then, they heard the door open, and sure enough, Applejack and the others entered the room. Even Swiftclaw had come along.

"Hey, Twi," Applejack greeted, only to notice how tired Twilight looked. "Aw, sugarcube...don't tell me you've been cryin' all night."

Twilight nodded her head in response.

"Oh, Twilight," Rarity said. "We don't want Moonlight to go either...but this is for her own good."

"And at least Princess Celestia said we can visit her!" Pinkie added. "That's good, right?"

"I know that we can visit her," Twilight replied. "It's just..."

"It won't be enough, will it?" Fluttershy asked.

"...No," Twilight answered.

"Well, we got no choice," Rainbow Dash said. "The train's gonna leave in an hour."

"So let's get Moonlight and get goin'," Applejack said.

"Umm...if it's okay with all of you," Swiftclaw began, "I think I'll hide in the luggage car of the train."

"I understand, Swiftclaw," Fluttershy answered. "I might be used to you, but I'd hate for other ponies to panic if they saw you."

"You can rest on the train, Twilight," Shining Armor suggested.

"Yeah...that's a good idea," Twilight answered before she turned to see Starlight. "Starlight, we're getting ready to take the train."

"Okay then," Starlight replied. "Where's Moonlight?"

"Here I am!" Moonlight answered as she entered the room. "Are we leaving, now?"

"The train leaves in an hour," said Twilight. "If we hurry, we can catch it before it leaves."

XXX

The train ride was rather...uneventful at best. Swiftclaw, not wanting to draw any unwanted attention, stayed in the luggage car the whole time and tried his best to avoid being seen. Moonlight still enjoyed being on board, though. She wouldn't stop talking about how everything seemed to go so much faster than being on a carriage. Of course, due to it being her first time riding aboard a train, the filly was actually prone to motion sickness quite easily. She spent most of the ride trying to rest with Twilight, who had a wing wrapped around her as she, too, had fallen asleep during the ride.

Seeing the sight made the others smile sweetly at them...but it also made it rather sad, knowing that the two would have to part ways, soon. What made it worse that none of them knew that Twilight hadn't told Moonlight why they were going to Canterlot.

It wasn't very long before they had arrived at the station, and the train gave a lurching heave as it came to a stop.

"All change!" the conductor called. "Everybody off!"

"Twily," Shining Armor whispered as he nudged Twilight, who sleepily opened her eyes. "We're here."

Twilight only frowned in response before she looked down at Moonlight, who was still sleeping by her side, before she gently nuzzled the filly.

"Moonlight," she called, softly. "Wake up. We're here."

"Hmm..." Moonlight groaned as she began to stir. "We're here, already?"

"Yep," Twilight replied, while Moonlight gave a rather big yawn. After she took a moment to wake up, completely, she soon joined Twilight and the others and headed outside. As the group left the train, Rainbow Dash noticed Pinkie Pie holding a suitcase in her mouth.

"What's with the suitcase, Pinkie Pie?" Rainbow Dash asked.

"Oh, it's just for an emergency," Pinkie answered with a wink.

"...Ooookay," Rainbow Dash muttered.

Fluttershy glanced behind her and she could barely make out Swiftclaw hiding in the shadows near the train station.

"Are you sure you don't mind waiting for us here?" asked Fluttershy.

"Just go," Swiftclaw answered, softly. "Trust me, I'm better off here. You go on and meet with Princess Celestia."

Fluttershy nodded before she turned and walked away, following after her friends. As they walked, Moonlight gaped in awe at her surroundings.

"Wow...!" she whispered in amazement. "So this is Canterlot! Starburst was right! It really is pretty! Look at all the tall buildings, and look at all the fancy clothes everypony is wearing!"

"Some of those clothes were made by yours truly, darling," Rarity spoke with a bit of pride in her voice. "I actually have a boutique stationed here!"

"You do?!" asked Moonlight. "Wow, Rarity, you must be a great fashion designer! Do you think you could make me a pretty dress, one day?"

"Oh...whenever I find the time," Rarity answered.

"See, Twilight?" Starlight asked. "She's gonna love it here."

"She does look pretty enthusiastic, huh?" asked Twilight, although the sound of her voice did not sound as such.

"...You still haven't told her yet, have you?" Spike asked.

"...No," Twilight admitted.

"Twilight!" Starlight chided.

"I know, I know!" Twilight replied. "It's just...it's so hard!"

"Twi, she's gotta know why we're really here," said Applejack, "and it seems to me that now's as good a time as any!"

A pause...but then Twilight sighed before she approached Moonlight.

"Moonlight?" she called, getting the filly's attention.

"Yeah, Twilight?" asked Moonlight.

"There's...something I need to tell you," Twilight said. "It's...it's not easy for me to say."

"What is it, Twilight?" asked Moonlight.

"Well...y-you see," Twilight stammered. "Umm...well...the thing is...err..."

"Oh, no..." Shining Armor murmured.

"She's blowing it...!" Rainbow Dash winced.

Twilight cleared her throat. "Okay, Moonlight...the reason why we're here is because-"

"Well, isn't this a surprise?"

Twilight gasped as she looked up and saw Celestia approach.

"P-Princess Celestia!" Twilight stuttered.

"Hi, Princess Celestia!" Moonlight greeted, eagerly.

"Hello, Moonlight," Celestia greeted back. "I'm glad you're here, little one."

"I'm glad I'm here, too!" Moonlight replied. "But is it okay if we talk later? Twilight was about to tell me something."

"There will be plenty of time for that," Celestia answered, "once we get you settled into your new home."

Moonlight's smile soon fell and her ears drooped to the sides of her head, while Twilight and the others felt their hearts drop.

"W...what?" Moonlight asked before she looked up at Twilight. "You're...you're sending me away?"

"Moonlight, I-I'm sorry," Twilight answered. "I tried to tell you-"

"But I don't understand," Moonlight said as her voice began to break while other ponies in the street began to turn their eyes on her. "You said you wouldn't get rid of me!"

"I'm not!" Twilight retorted. "Moonlight, please, let me explain!"

"I don't believe this!" Moonlight shouted with tears welling up in her eyes. "You lied to me! YOU LIED!" On that, she ran off into the streets.

"Wait!" Twilight called before she flapped her wings and took off after her. "Moonlight, come back!"

Celestia only watched sadly before she looked to the others.

"I...I didn't know that Twilight didn't tell her," she said. "I certainly made a mess of things, didn't I?"

"It's not your fault," Fluttershy replied.

"If it were me, Twilight would probably do the same thing," Spike said. "Right?"

"Of course she would, Spike," Celestia answered. "I suppose that's just how much she loves Moonlight...but even so, she has to think of the greater good."

"We know," Rarity replied. "We just hope Moonlight will understand."

XXX

"Moonlight~!" called Twilight as she soared over the city. "Moonlight, where are you?!"

She could see many ponies beneath her, but she saw no sign of the grayish-blue coated unicorn. Not even a single lock of her mane was to be found, and that only made Twilight grow more anxious. She had been looking for almost 30 minutes and still saw neither hide nor hair of the filly.

 _'Oh, Moonlight, where are you?'_ she thought. _'Starlight was right...I should've told you sooner! Now you could be lost and hurt and it's all my fault!'_

Just then, she gasped as she spotted something down below, sitting under a gazebo, and upon getting a closer look, she saw that it was Moonlight...sitting with Cadence with a cup of tea in front of her.

"Moonlight!" Twilight exclaimed as she landed in front of them. "And...Cadence? What are you doing here?"

"I found this little one, all alone and crying," Cadence answered, "so I offered her a cup of tea and a chat."

A pause...but then Twilight heaved a sigh.

"...Moonlight?" she asked. "Can I PLEASE talk to you?"

Moonlight blinked before she looked up at Cadence.

"You should at least hear her out," the Crystal Princess said, which caused Moonlight to nod her head before she looked to Twilight.

"Okay, Twilight," said the filly. "You can tell me why you really brought me here to Canterlot."

"...It's not because I don't want you to be with me," Twilight said as she approached Moonlight. "In fact, it's because of that that I couldn't tell you why we came here in the first place! Especially after I saw...that picture you made me."

"...You saw it?" Moonlight asked.

"Yes," Twilight answered, "and Moonlight...I loved it so much. It made me feel so happy that you thought of me as your big sister...and I wanted you to stay with me so we could both experience that happiness, together!" She then sniffled, but shook her head to try and keep herself from crying. "But...I wanted it so badly, I wasn't thinking about what was best for you or Equestria."

"What do you mean?" asked Moonlight.

"Moonlight...Warfang is going to stop at nothing to get that necklace of yours," Twilight said, pointing to the Stone of Wishes on Moonlight's neck. "And...let's be honest...you won't be safe in Ponyville, and if Warfang gets his paws on the stone...there's no telling what could happen!"

"...Oh," Moonlight muttered. "I guess...it would be pretty bad, huh?"

"Yes, Moonlight," Twilight answered. "That's why you have to stay here."

"...I guess you have a point then," Moonlight said. "...But Twilight?"

"Yes?"

"You'll still come and see me...won't you?"

A pause...but then Twilight wrapped her forelegs around Moonlight, who returned her hug.

"Of course I will," Twilight answered.

"...Okay," Moonlight replied. "That's all I needed to know."

Cadence smiled softly at the sweet scene before she went over and put a hoof on her younger sister-in-law's shoulder.

"You're doing the right thing, Twilight," she assured.

"...I hope so," Twilight answered.

XXX

Later on, Twilight and Moonlight had met up with Applejack and the others, as well as Celestia at Canterlot Castle. Once there, Twilight decided to have Moonlight say her goodbyes to everypony.

"Aw, sugarcube," Applejack said to Moonlight. "Ponyville just won't be the same without you."

"...Will you tell Apple Bloom I'm sorry that I didn't get to say goodbye?" asked Moonlight.

"Sure I will," Applejack replied, "and I promise to bring her along with me when we come to visit. Sound good?"

"Uh-huh," Moonlight nodded.

"I got a Wonderbolts show coming up in a couple of weeks," Rainbow Dash spoke up. "I'll be sure to save a special seat for you, just like with my other friends."

"Thanks, Rainbow Dash," Moonlight said.

"Sure thing, kiddo," Rainbow Dash replied, playfully ruffling her mane with her hoof. "You keep on keepin' on, you hear me?"

"Yeah," Moonlight replied.

"Sweetie Belle and I will be sure to visit when we can," Rarity said. "And if not, we'll be sure to send a care package, just to let you know we're thinking about you."

"That sounds nice," Moonlight replied.

"And maybe next time," Pinkie began, "we can have a party when we come and see you! We'll call it Moonlight's Special V.I.P Jamboree! How does that sound?"

"That sounds fun, Pinkie Pie," said Moonlight with a slight smile. "I look forward to it."

"One day, maybe you and I could go out in the garden and play with some of the animals," Fluttershy suggested. "I might even be able to pick out a pet for you, if you want."

"We'll see," said Moonlight. "Still...that does sound nice. Thanks, Fluttershy."

"We're sure gonna miss you, Moonlight," Spike said. "I mean...you kinda grew on me."

"You grew on everypony," Starlight added, "but this is for the best. You'll be much safer here in Canterlot."

"And just think," Shining Armor said. "My sister can come and give you some pointers on magic. Even better, she might help you get into Celestia's School for Gifted Unicorns!"

"I...I don't know if I'm gifted," Moonlight answered, "but I do hope Twilight visits me soon."

"I'll come and visit you tomorrow," Twilight said, "and I'll bring my friends, too...and Moonlight?"

"Yeah?" Moonlight asked.

"Don't ever forget," Twilight began, "I'll ALWAYS be with you."

A pause...but then Moonlight ran up and nuzzled her face against Twilight's chest as tears began to form in the corners of her eyes.

"...I love you, Twilight...!" she whispered.

"...I love you, too," Twilight whispered as she nuzzled the filly.

"Moonlight," Celestia called. "It's time to go."

Moonlight before she proceeded to follow after the Princess of the Sun, but not before she turned and waved to Twilight and company, who all waved back at her before they both crossed the bridge to the castle. As they did, Twilight heaved a sigh before she turned and walked away.

"Let's go home..." she whispered, and soon, the others sadly followed behind her.

XXX

Celestia and Moonlight entered the castle, the latter looking quite solemn as she walked at a sluggish pace behind the former, who looked down at her while giving a sincere smile.

"Oh, Moonlight," said Celestia. "I know you didn't want Twilight Sparkle and the others to leave...but trust me. Sooner or later, you'll learn to love it here."

"...I guess so," Moonlight replied.

"And besides," Celestia began, "Twilight's coming to see you, tomorrow, and she'll be very happy to see you."

"I know," Moonlight replied, "it's just..."

"...It won't really be the same as you spending the nights in the Castle of Friendship with her, will it?" Celestia asked. "I understand."

"You do?" asked Moonlight.

"More than you know," Celestia said. "For a thousand years, I felt that things just weren't the same without my sister, Luna, by my side. I missed her every day that she wasn't around, and I used to cling to the hope that me banishing her to the moon was just a bad dream. That's why I'm so grateful to Twilight and her friends. I knew that they were ones who could not only defeat Luna when she was Nightmare Moon, but also bring her back to her senses. Now that I have Luna back, I can't imagine going through another time without her."

"...Having a sister must be a great thing, huh?" asked Moonlight.

"Well, you should know," Celestia replied. "You had two of them."

"...Yeah," Moonlight smiled. "I did."

Celestia chuckled as she and Moonlight kept walking...but as they did, the former seemed to freeze and sniff the air.

"...What is that smell?" she asked, which prompted Moonlight to sniff the air, too...and immediately, she paled.

"...It's...it's blood...!" she whispered.

"Moonlight, you stay close to me," Celestia said as she began to hurry to the throne room. As she did, she gasped as she saw something that made her blood run cold: a trail of some of her guards...all of them, dead and lying in pools of blood. The very sight made Moonlight gag while her stomach lurched, and Celestia's heart pounded in her chest...but then she exhaled as she tried to keep a leveled head, then began to walk toward the throne room, bracing herself for the worst, and when she looked inside...she gasped in horror.

"Warfang!" she shouted.

Yes. There, standing before the Royal Sisters' respective thrones...was Warfang, who was busy devouring the corpse of one of Celestia's unicorn guards. He stopped, however, when he heard the princess shout his name, causing him to turn and look at her. Soon after, he grinned as blood dripped from his maw.

"Well, well," he said. "Long time, no see...Celestia. And I see you brought me my stone."

Moonlight whimpered as she began to back away in fright while her necklace glimmered.

 _'Twilight...help me...!'_

* * *

Yikes...!

Review, please!


	16. Ch 15- Invasion, Part 1

**Ch. 15- Invasion, Part 1**

* * *

My Little Pony © Lauren Faust and Hasbro

Story and OCs © Me

* * *

Twilight and her friends walked along the streets of Canterlot, the former hanging her head in sadness and defeat. All the other ponies could do was watch her in concern...except Pinkie, who was trying her hardest to cheer her friend up.

"Come on, Twilight!" Pinkie exclaimed. "Smile~!" She then made one of her famous Pinkie Pie Funny Faces at Twilight...but the purple alicorn just walked by her. "Seriously?! Nothin'?!"

"Pinkie, with all due respect," Shining Armor began, "you can't expect to just cheer up right away from something like this."

"Shining Armor's right, Pinkie Pie," agreed Applejack. "I mean...imagine if that were me, and I had to leave Apple Bloom for some reason. It might be for her saftey, but...let's be honest: I'd be sadder than a hound dog without a bone if I couldn't be with my little sister, anymore."

"It's the same with me and Scoots," Rainbow Dash concurred. "I mean...I'd be pretty bummed out, too, if I had to say goodbye to her."

"Not to mention me and sweet little Sweetie Belle," Rarity added, somberly.

"The point is," Applejack began, "Twilight loved Moonlight. Sure, they only knew each other for a couple days...but in that short time, they really bonded."

"I'll admit," Shining Armor started, "it would have been nice to have another little sister. Of course, it wouldn't be easy to explain to our parents."

"It'll be okay, Twilight," Starlight said. "Besides, we can still visit her, remember?"

"Yeah!" Spike agreed. "And we can still hang out and have fun with her."

"...It just won't be the same," Twilight whispered.

"Oh, Twilight," Fluttershy said in concern.

Soon, the train station was in sight, and the group was about to head on board, they noticed that the station was entirely empty.

"That's strange," Rarity pointed out. "Where is everypony?"

"This place is deserted," said Rainbow Dash.

"AAAAAAAAAAAAAAAAAAAAHHH!"

As soon as they heard that shriek, the group turned and saw a whole herd of ponies, stampeding through the streets, forcing everypony to duck, dodge, or fly out of the way.

"RUN FOR YOUR LIVES!"

"WOLVES! WOLVES IN CANTERLOT!"

"THEY'RE GONNA EAT US!"

"Wolves?!" Starlight questioned.

"W-where's Swiftclaw?!" Fluttershy asked.

"Fluttershy!"

Sure enough, the rust-colored wolf soon ran up to the group.

"Swiftclaw, what happened?" Fluttershy asked. "You didn't scare anypony, did you?!"

"This isn't my doing!" Swiftclaw answered. "It's my Father! He's in Canterlot!"

The other ponies all gasped at this, and it wasn't very long until they all heard a long, eerie howl behind them. They all turned around...and sure enough, there were the wolves, who stood upon buildings and slunk out of the shadows...and among them was Stormhowl, who growled upon seeing the ponies.

"Stormhowl...!" Swiftclaw hissed.

"Hello...Swiftclaw," Stormhowl replied. "My _former_ brother..."

Swiftclaw growled before he turned to Twilight and company. "RUN! ALL OF YOU!"

And that's exactly what they did, although Shining Armor stopped and looked toward the streets.

"Guys!" Shining Armor called. "Go on without me! I have to find Cadence and Flurry!"

"We'll be fine!" Twilight answered. "Go!"

On that, Shining Armor turned and galloped away to find his family, while Twilight and the others continued to make their escape. As they did, though, Twilight looked toward Canterlot Castle with great worry.

"What's wrong, Twilight?" Starlight asked.

Twilight didn't answer...but instead, she flapped her wings and took off, to everypony's shock.

"Twilight, wait!" Spike called.

"Where are ya goin'?!" Applejack questioned.

"Uh...guys?" Rainbow Dash asked. "Maybe we should focus more on running and less on talking?!"

As she said this, the group turned to see the wolves, growling at them viciously with saliva dripping from their maws.

"Oh, dear...!" Fluttershy whimpered.

"RUN!" Rarity cried before they all scattered, and the wolves soon pursued them in different directions.

Meanwhile, Swiftclaw and Stormhowl circled each other, growling and snapping their fangs at each other.

"I think it's time we settled this," Stormhowl began, "once and for all."

"I couldn't agree more," Swiftclaw hissed...before the two brother wolves lunged for each other.

XXX

"What are you doing here, Warfang?!" Celestia questioned. "Get out of our castle!"

"Your castle?" Warfang repeated with a sinister chuckle. "Oh, Celestia...I think you mean MY castle. Equestria has a new ruler now...one that will set things in the PROPER order. I will bring about a new age. An age where the wolf reins supreme and the ponies serve them!"

"You're mad," Celestia replied. "What do you hope to accomplish?! You'll throw all of Equestria into disarray!" Her horn then flashed a hot white aura. "My sister and I stopped you once, and we'll do it again!"

"Funny you should mention your sister, Celestia," said Warfang as he turned to the right side of the room. "Bring her out!"

Soon, three wolves appeared, and in their clutches...was Luna, who grunted as she felt their sharp fangs threatening to puncture her flesh, especially the ones around her neck.

"Luna!" Celestia cried in alarm.

"I'm sorry, sister!" Luna replied. "I was careless!"

"Warfang, you monster!" Celestia hissed.

"You flatter me, Celestia," Warfang replied, mockingly. "Now...you have two choices here: surrender and pledge your loyalty and obedience to me...or watch as I mangle your sister's throat."

"No, Celestia!" Luna cried as she struggled to get away from her captors. "Don't listen to him! You ruled Equestria without me, before, and you can do it again!"

Moonlight stood behind the doorway with wide, terrified eyes before she glanced over at Celestia, who glared at Warfang, coldly. However, the Wolf King just grinned at her with a smug cockiness, like a chessmaster. The Princess of the Sun looked to her sister, who looked at her worriedly...but then, the white alicorn nodded her head, and at first, Luna didn't seem to understand...but then, she could've sworn that she saw this knowing look in her sister's eyes, which caused her to put on a serious expression as she nodded back to her. It was then that Celestia heaved a heavy sigh.

"...You win, Warfang," she said. "Let my sister go."

"Smart pony," Warfang nodded before he looked to the wolves who were holding Luna, who soon released the Princess of the Moon.

"NOW, LUNA!" Celestia called, which prompted Luna to swing her horn at two of the wolves, which ended up slicing their necks open and blood to spray into the air. The third wolf tried to lunge at her from behind, but she soon reared up on her forelegs before she delivered a powerful kick and her hooves connected with the wolf's jaw, which made a loud crack. However, Warfang didn't even flinch at the sight of his subordinates getting dispatched. Instead, he opted to scoff in slight annoyance.

"Should have known it wouldn't be that easy," the Wolf King answered before he grinned. "Then again...I love a challenge."

On that, he turned and lunged at Luna, who attempted to shoot him a blast from her horn, but all it did was bounce off his armor. Luna gasped before she flew up into the air, and Warfang attempted to drag her down, but then, Celestia ran up and tackled him in the side, causing him to get knocked back into a wall. Unfortunately, that only seemed to make Warfang madder, for he growled as he pointed his horn at Celestia and fired several blasts at her. The white alicorn flew up into the air to avoid them before she fired a few of her own. However, Warfang soon erected a barrier around himself, causing the blasts to bounce off.

"Is that the best you can do?!" Warfang asked as he fired another blast at her, only for Celestia to block it with one of her own, and the attacks ended up exploding and throwing each other back.

"Sister!" Luna cried.

"No, Luna!" Celestia called. "Stay out of this!"

"You heard her, Luna," Warfang grinned as his horn flashed and he fired a beam, which ended up cutting through the chain of the chandelier, which ended up falling right on top of Luna, like a cage. "Stay out of this!"

"No!" Luna cried as she tried to find a way out.

"There," Warfang said. "No interferences."

He then charged at Celestia, who charged right back before their horns clashed like the blades of two swords.

"Why are you doing this?!" Celestia questioned. "Why go on this needless conquest?!"

"I'm doing the right thing, Celestia!" Warfang shouted as he began to push Celestia back. "I didn't see you doing anything for any of wolves!"

"What are you talking about?!" Celestia asked. "We were friends, weren't we?!"

"It wasn't enough!" Warfang barked. "Even back then, nopony would accept me! Even after I had learned magic from you, they still saw me as a monster! It's the way things are! No matter what I do, no matter what YOU do or anyone else, no one ever wants to be friends with wolves!"

Celestia gasped silently, and that caused Warfang to slam into her, knocking her backwards, which caused Moonlight to shrink back, fearing the worst.

"So I decided," Warfang began as the spikes on his helmet began to glow, "that if I could not be friends with ponies...then maybe they'd respect me more if I had become their ruler!"

"There's a fine line between respect and fear, Warfang!" Celestia argued. "The only way for one to rule is with kindness, compassion, and understanding-"

"ENOUGH!" Warfang barked as he pointed his spikes at the elder princess. "I've had enough of your lies, Celestia! From now on, the rein of the pony is over, and it's time for the wolves to dominate Equestria! Perhaps it won't bring back my beloved mate, Mooneyes...but I can at least have the satisfaction of killing you!"

"...Mooneyes...?" Celestia whispered.

"So...any last words?" Warfang asked.

Luna looked to her sister, anxiously, while Moonlight watched with nervousness. Celestia glared at Warfang, seemingly in defiance...before she heaved a sigh and looked down.

"I...I'm sorry," she whispered, causing Warfang's eyes to go wide as he looked at her. "I...I thought I was helping you by teaching you magic...but instead, I should have tried to make other ponies understand you and your kind. I should have made them understand that just because we looked different and we had our differences in the past...we could still be friends. I thought that by teaching you magic, it would make us equal in their eyes! ...But I was wrong. Instead, I ended up making you mad with power. Banishing you made it worse...because it cost you your mate." She then opened her eyes at Warfang with great sincerity.

"...I can't do anything to bring her back," she continued. "And I can't do anything to change the past...but...maybe we can start anew."

"Sister..." Luna whispered, sadly.

"We can make things right again," said Celestia. "I'm so sorry...Silverwind."

Warfang swallowed upon hearing his old name, while Celestia approached him with a soft smile and kind eyes as she offered him her hoof.

"Please," she began, "won't you accept my friendship?"

Warfang blinked at the princess before he looked down at her paw...but then, he growled as he suddenly clamped his jaws down hard on Celestia's ankle, causing her to shriek in pain before the Wolf King slammed her on the floor, to the right, then to the left, and finally, he threw into a wall.

"CELESTIA!" Luna cried while Moonlight gaped in horror. Celestia grunted as she tried to get up...only for Warfang to pin her down, his paw squeezing down on her throat.

"Who the hell said I want your apology?!" Warfang questioned. "What I want is to rule Equestria! And once I'm rid of you, getting the Stone of Wishes from that little brat will be all too easy!" Then he opened his jaws, preparing to make due on his vow...but then...

"HEY, YOU OVERGROWN WALKING SHAG RUG!"

Warfang growled as he turned around...and he saw Moonlight, who glared at him while holding the Stone of Wishes in her hoof.

"This is what you really want, right?!" she asked as the stone gleamed, causing Warfang's good eye to momentarily flash red.

"...The stone...!" he whispered.

"Moonlight, no!" Celestia begged.

"If you want it so badly," Moonlight said as she put the necklace back on, "then...COME GET IT!" On that, she turned and ran off while Warfang soon gave chase.

"Moonlight!" Celestia cried. "No! COME BACK!"

Luna grunted as she tried to push the chandelier off of herself, but it was just too heavy. She groaned, resignation beginning to set in...when suddenly, she and Celestia heard the sound of flapping wings. Not long after, they looked towards the balcony, and that's when they saw it was none other than Twilight, who, needless to say, was shocked at the state the princesses were in.

"Twilight!" they Royal Sisters exclaimed in relief.

"What happened in here?!" Twilight asked as she used her magic to lift the chandelier off of Luna, then ran over to her old teacher's side. "Are you okay?!"

"I'm fine, Twilight," Celestia began, "but you need to go after Moonlight!"

"What?!" Twilight questioned. "Where is she?!"

"Warfang is chasing her, right now!" Luna answered as she pointed her wing towards the doorway. "They both went that way!"

"Moonlight bravely used herself as a diversion!" Celestia added. "Twilight, you have to hurry and get to her before Warfang does! If he gets the Stone of Wishes, there's no telling of the horrors that will come to pass!"

"I understand!" Twilight answered before she ran off in the direction where Moonlight and Warfang went. As she did, one thought crossed her mind.

 _'I'm coming, Moonlight...just hang on!'_

* * *

Review, please!


	17. Ch 16- Invasion, Part 2

**Ch. 16- Invasion, Part 2**

* * *

My Little Pony © Lauren Faust and Hasbro

Story and OCs © Me

* * *

All of Canterlot was in chaos. Fire and smoke filled the air, causing the sky turn a bright orange. Ponies all over were in a state of panic and fear as Warfang's pack pursued them...and those who were unfortunate enough to be caught were soon ripped apart and devoured.

It was a massacre...and it was only going to get worse if nothing was done soon to stop it.

Inside the cafe where Twilight had met with Cadence, the Crystal Princess was trying to keep her daughter calm while the wolves prowled around outside, growling and snarling. Flurry whimpered in fright as her mother held her in her hooves, gently shushing her in order to avoid the wolves' detection, and for a time, it seemed to work...until she heard the sound of the wolves, slamming against the door. That was more than enough to get Flurry screaming in fear, to Cadence's horror. Before she could even utter a gasp, the door suddenly burst right off its hinges, and soon, the wolves began to make their way inside.

"Oh, no...!" Cadence whispered while Flurry kept wailing, but just when the beasts lunged for the mother and daughter...

"NOT SO FAST!"

 **BAM!** A white and blue blur suddenly slammed into the wolves, causing them to crash into the wall. Cadence opened her eyes and gasped happily upon seeing that it was her beloved husband, Shining Armor, who glared at the beasts as they stood up and growled.

"Shining Armor!" Cadence exclaimed.

"Dada!" Flurry cooed.

"Everything's gonna be okay!" Shining Armor said as the wolves prepared to lunge for them. Shining Armor's horn glowed white before he soon erected a barrier around himself and his family, and the wolves ended up bouncing off of it. However, they did not relent, for they kept lunging at them, trying to break through the barrier.

"Shining Armor," Cadence said, "how long do you think this barrier will last?"

"Not sure," Shining Armor answered as the wolves lunged for the barrier again. "Hopefully long enough for us to get out of this mess!"

Flurry whimpered while Cadence held her to try and console her.

XXX

Meanwhile, at Canterlot Castle, Moonlight panted as she ran through the corridor and up the stairs. However, she looked back and gasped upon seeing Warfang, who growled as he continued his relentless pursuit. The Wolf King's good eye was wide and almost crazed-looking as it fell upon the Stone of Wishes, causing it to flash red like the gemstone.

"That stone belongs to me...!" hissed Warfang as he ran after the filly, who turned and ran up the stairs as fast as her legs could carry her. Unfortunately, it wasn't quite fast enough, for Warfang soon caught up with her the moment she reached the top of the stairs. He growled as he lunged for Moonlight, who let out a shriek of fright as she saw his huge fangs preparing to bite her in two...but then, out of nowhere, there was a beam of pinkish-purple light, and Warfang suddenly froze in place, encased in a crystal shell. Moonlight gasped before she looked behind Warfang, only for her surprise to turn into joy when she saw that it was none other than Twilight.

"Twilight!" Moonlight exclaimed as she ran up and nuzzled her. "You came for me!"

"I told you I'd always be here for you, didn't I?" asked Twilight.

 **Krik-kraak!** The two ponies gasped as they heard that cracking noise, causing them both to look back and see that Warfang's crystal prison was starting to break.

"That won't hold him long!" Twilight cried. "Run!"

And that's just what they did, just when Warfang finally broke free. He growled as he glared after the Princess of Friendship and her charge before he continued to chase after them.

"Twilight, what are we gonna do?!" asked Moonlight.

"Hope my friends get here, soon!" answered Twilight. "Until then, keep running!"

XXX

"LOOK OUT!" cried Starlight as she and Fluttershy ducked under a few lunging wolves. As for Rainbow Dash, she and Applejack were try trying to fight them, bucking, kicking, and punching the beasts away with just their bare hooves alone.

"I hate to say it," Rainbow Dash began, speaking between pants, "but even I don't know how long we can fight these guys off!"

"Take THIS!" Applejack shouted as she kicked another wolf right in the jaw, but needless to say, she too looked quite exhausted, while the wolves didn't relent. "There's no end to 'em!"

 **FWOOOOSH!** Spike took in a deep breath before he let out a jet of green flames, causing the wolves to yelp in fright as they turned and ran away for fear of getting burned. However, the little dragon soon stopped and panted breathlessly while Rarity stood behind him with great concern.

"Spike, are you all right?!" she asked.

"I...I can't keep this up forever," said Spike. "There's just too many!"

The only pony the wolves didn't try to go after was Pinkie Pie. In face, just looking at her sent them running away in terror!

"Aww, come on you guys!" Pinkie called as she playfully hopped after some of the wolves. "Don't you wanna play with me?! I got more confetti bombs~!"

"NO! NO! NEVER AGAIN!" one of the wolves shrieked.

"KEEP HER AWAY!" screamed another. "HELP!"

Fluttershy looked up from the carnage around her, trying to find a certain rust-furred wolf in the midst of all the chaos. However, she gasped when she heard a loud, pained yelp.

Not too far away, Stormhowl panted as he stood in front of Swiftclaw, who was panting just as heavily as he was. Their bodies were covered in various cuts and bites...but neither one of the brothers would back down. However, Swiftclaw grunted as he held his right front paw above the ground...with blood dripping out of a horrible wound. He did not whimper or whine, however, but instead growled at his brother, who growled right back at him. The two wolves then lunged for each other, fangs bared and bloodstained, before their bodies clashed, the sound of the armor clanging together filling the air like a raging thunderstorm.

"Swiftclaw!" Fluttershy called out to the younger Wolf Prince, who yowled as Stormhowl viciously bit on his left, but Swiftclaw countered by biting his brother's snout, causing him to yelp in pain before the two jumped back from each other. Swiftclaw growled as he circled his brother, the rush of adrenaline keeping him from feeling any pain in his leg, or all over his body for that matter.

"Just give up, already," Stormhowl said. "The sooner you admit defeat, the sooner this can end!"

"Never," Swiftclaw hissed. "As long as I have someone to protect, I will never back down!"

Fluttershy's face softened as she heard those words.

"Oh, Swiftclaw," she whispered, but Stormhowl only growled before he lunged at Swiftclaw again. The younger wolf brother wasn't prepared, this time, and ended up getting knocked to the ground as Stormhowl clamped his jaws around his neck. Swiftclaw gagged as he tried to push his older brother off of him, but alas, he just wasn't strong enough, anymore. The pain of his wounds were beginning to take hold and he found his strength getting sapped, and the tighter Stormhowl squeezed, the darker the world became around Swiftclaw as his eyes began to roll into the back of his skull, and he could only make this small utterance.

"F...Flutter...shy...!"

That did it. At that very moment, Fluttershy felt something snap inside her, and without even a second thought, she let out a yell as she charged at Stormhowl and tackled him as much force as her body could muster, and despite him being at least twice her size, the elder Wolf Prince suddenly found himself knocked to the ground, and the sight caused all the wolves to stop and stare in disbelief, as did Applejack and the others.

"Swiftclaw," Fluttershy said as she went up and gently nudged him, causing him to slowly get to his feet. "Are you okay?"

"I've been through worse," Swiftclaw smiled. "Thank you, Fluttershy...it wasn't your fight, though. I wasn't trying to have you save me."

"Nonsense," Fluttershy replied. "I'll always help a friend, no matter what."

"Heh," Swiftclaw chuckled, while the rest of the ponies and Spike smiled. However, the wolves only looked even more confused, while Stormhowl growled in frustration.

"I don't get it!" he shouted, causing everyone to look at him. "Why...? Why would you want to be friends with a wolf?! It makes no sense! You're a _pony_ , and wolves _eat ponies!_ Why in the hell would you be friends with someone who is so different from you?! WHY?!"

Everyone blinked at Stormhowl in confusion, while Swiftclaw just stared blankly at his brother.

"Why?" Fluttershy asked. "Why not?"

"We may be different on the outside," Swiftclaw said, "and sure, we have different tastes in food...but we shouldn't let those differences divide us." He then looked down at Fluttershy, who smiled up at him, causing him to smile at her in turn. "Fluttershy understands me, and she showed no fear towards me because she knew that I was different from other wolves...she's the first friend that I ever had..." He then looked up at Stormhowl. "Something I thought that you were, once until you decided to turn your back on me!"

"You were the one who turned your back on us!" Stormhowl barked.

"Stormhowl, enough of this, already!" Swiftclaw shouted. "Don't you understand, by now?! Killing innocent ponies, taking over their homes...it can't be for the benefit of the pack, like Father said!"

"YOU THINK I DON'T KNOW THAT, ALREADY?!" Stormhowl questioned, taking everyone around him by surprise. "Dammit, Swiftclaw, I knew since that night when we slaughtered the Zodiac Nomads that this was wrong, but it was too late to say anything! Don't you get it?! I didn't wanna end up getting punished, like you!"

"...Dude...!" Rainbow Dash whispered in awe.

Swiftclaw gaped in disbelief before he approached his brother.

"You...were afraid?" he asked.

"Of course, I was," said Stormhowl. "Do you know how hard it is to keep up appearances? Everyone expects me to be the leader when Father's gone, and that means I have to follow in his paw prints...even if I have to shed blood, here and there." He then hung his head in guilt. "...It doesn't matter what your reasons are...bloodshed is bloodshed, no matter which way you look at it."

"At least you admitted your guilt," said Starlight as Spike and the other ponies approached. "In that regard, you're much different from your father."

"I can't believe that you had your own insecurities and doubts, just like me," said Swiftclaw. "All this time, I thought you were just this stoic wolf who didn't care about the feelings of others...even his own brother."

"...Swiftclaw," Stormhowl said, sadly.

"All my life, I thought that I was inferior to you, just because Father favored you more," said Swiftclaw, "but now I see that you and I really are the same."

A pause...but then Stormhowl went up and pulled his brother into an embrace.

"I'm sorry...brother," he whispered with tears forming in his eyes. "Please, _please_ forgive me...! If not now, then someday..."

"You moron," Swiftclaw answered. "I forgave you a long time ago...you are my brother, after all."

Hearing that caused Stormhowl to chuckle, and Fluttershy smiled warmly, as did her friends. Even the wolves seemed to smile warmly at the sight. However, the moment was soon interrupted when Spike cleared his throat.

"Uh...I hate to ruin a moment and all," he started, "but I think we might be forgetting something: Twilight ran off to Canterlot Castle, and that's where Moonlight is!"

"That's right!" Stormhowl recalled. "Father's there, too!"

"That means Twilight and Moonlight are in great danger!" Rarity realized.

"Well, what are we gonna do?!" asked Rainbow Dash.

"Good thing I brought these~!" Pinkie said in a sing-song tone as she put down her suitcase and opened it up...revealing the Elements of Harmony, inside!

"The Elements of Harmony!" Fluttershy exclaimed.

"Pinkie, you're a genius!" Applejack praised.

"Wait...how come they look different from the ones in the flashback?" asked Swiftclaw.

"Long story," said Fluttershy as she and the others put on their respective Elements.

"We need to get the crown to Twilight!" Spike said as he held up the crown containing the Element of Magic.

"But how are we gonna get there in time?!" asked Rainbow Dash. "I mean, sure, I'm fast, but I can't fly fast enough to get to Canterlot Castle! What if we're too late to help Twilight?!"

"I have an idea," Starlight said. "Everypony, gather around me!"

"Is it okay if we go, too?" asked Stormhowl.

"Stormhowl?" asked Swiftclaw in confusion. "What are you doing?"

"...I need to try and talk some sense into Father," Stormhowl answered. "Somehow, maybe I can get through to him!"

"I doubt it," said Swiftclaw, "but...it's worth a shot!"

"Come on, you guys!" Starlight called as her horn began to glow. "Hurry!"

With that, everypony, Spike, and the Wolf Princes approached the light pink unicorn, her closed her eyes tight with deep concentration...and soon, the group disappeared in a flash of light!

XXX

Back at Canterlot Castle, Twilight and Moonlight panted as they made it to the roof, having lost Warfang for the moment. However, they both knew that he would catch up, sooner or later, and therefore, they had to find a way out, and fast. The purple alicorn looked down towards the city while Moonlight stood at her side, worriedly glancing back to the direction they came from...and she could hear Warfang's menacing growls getting closer and closer.

"Twilight, he's coming!" Moonlight cried.

"It's okay!" Twilight assured. "My friends are probably on their way, right now! We'll figure a way out of this!"

But then, **BLAM!** The roof suddenly burst in a powerful explosion, and soon after, Warfang's shadowy silhouette leapt out from the large opening. He landed before the two ponies, growling viciously as he advanced towards them, while Twilight and Moonlight backed away. However, there wasn't much room for them to escape to, for Moonlight gasped as her hoof nearly slipped off the edge.

"Just give up, already," Warfang hissed. "You and the brat have nowhere to go...now...give me the stone."

"We're not afraid of you," Twilight said in defiance, her horn flaring up brightly, but Warfang only chuckled darkly.

"You know something?" he asked. "At first, I planned on just having to kill Celestia and be done with it...but...that's much too easy." He then gave a toothy grin...as the spikes on his helmet began glow red. "No...instead of killing Celestia...I'll just show her your severed head...TWILIGHT SPARKLE~!"

On that, he fired a bolt of magic at Twilight and Moonlight, the latter making a gasp of horror as the image of her late sister appeared before her eyes.

 _'No...not again!'_ she thought. _'I won't lose another sister!'_

On that, the filly suddenly jumped out from behind Twilight...just as the bolt was getting closer.

"NOOOOOOOOOOOOOOOOO~!" Moonlight screamed...before the bolt struck her tiny body, to Twilight's horror.

"MOONLIGHT!" Twilight cried as the filly fell on the roof...her body pale and motionless.

 **Plink!** The Stone of Wishes, having been knocked lose by the bolt of magic, soon fell on the roof as well. Not long after, a flash of light appeared, and Starlight and the others soon materialized beside Twilight.

"Twilight!" Starlight called as she ran to the alicorn's side. "Twilight, we're here and we brought the Elements of..." She soon trailed off, however...when she saw Moonlight on the ground. "M...Moonlight...?!"

"...Oh, no...!" Rainbow Dash whispered.

"I...is she...?" Fluttershy asked.

"She can't be!" Applejack cried.

Spike gulped before he approached Moonlight's motionless form. Then, he gently put his claw to her neck...only for his eyes to go wide and shuddering gasp to escape his lungs. Then, slowly, he turned to the others with a look of horror in his face.

"...She's dead."

* * *

Dun-dun-DUN!

Review, please!


	18. Ch 17- Darkness

**Ch. 17- Darkness**

* * *

My Little Pony © Lauren Faust and Hasbro

Story and OCs © Me

* * *

"She's dead..."

Those two words...so simple, and yet so heavy...they echoed inside Twilight's mind. The purple alicorn stared at the lifeless body of Moonlight, her eyes wide in shock and disbelief, just like her friends. Even Swiftclaw and Stormhowl seemed horrified by the revelation of Moonlight's death.

As for Warfang, he just stood there...giving out a howling laugh at Moonlight's sacrfice.

"Foolish filly," he said. "She chose her own demise!"

"...Father...how could you?" Stormhowl asked. "She was...she was just a child!"

Warfang's eyes went wide as he glanced over at his oldest son.

"...Are you joking?" he asked. "You've shed just as much blood of these accursed ponies as I have! And what's this I see?! Even you, my prodigy, have aligned yourself with the weaker species?!"

"Swiftclaw made me see the light," said Stormhowl. "Father...all this needless bloodshed and terror...it needs to end!"

"...I won't listen to a wolf who no longer has his pride," said Warfang. "You...you are just as dead to me as Swiftclaw and that stupid unicorn!"

Though he tried not to show it, Stormhowl subtly cringed at those words, which prompted Swiftclaw and even Fluttershy to glance up at him, worriedly. As for Twilight, she silently approached Moonlight's motionless corpse, her mane covering her eyes. She bit her lip and nudged the filly, slightly, futilely hoping for a reaction. Spike attempted to stop her...but he shrunk back.

As for the other ponies...they looked downright furious as they glared at Warfang, who smirked at them in a smug manner.

"You ain't gonna get away with this, Warfang..." Applejack hissed.

"Oh, but I believe I will," Warfang replied...before he held something up in his paw: the Stone of Wishes.

"Oh, no!" Starlight cried.

"Oh, yes," Warfang replied. "At last...the Stone of Wishes is finally mine." On that, he used his magic to levitate the stone and clasp the chain around his neck...and not long after, the gem began to flash a bright, fiery red, forcing everypony and wolf to shield their eyes.

"W-what's happening?!" Rarity asked, worriedly.

"I don't know!" Rainbow Dash answered.

Down in the town below, everypony and even every wolf in Canterlot looked up upon seeing the glowing red light coming from the castle, some staring in awe, others in fear. Even the wolves themselves seemed uneasy as the glow intensified, while Shining Armor, Cadence, and Flurry came out to see, as well.

"Shining Armor...what is that?!" Cadence asked, apprehensively.

"...I'm almost afraid to find out," Shining Armor answered.

Celestia and Luna soon stood outside the castle and looked up towards the roof, both of them staring up with horror etched on their faces.

"...It's starting...!" Celestia whispered.

As for Warfang...he chuckled darkly as his body began to glow along with the stone, as well as his good eye.

"Yes...yes!" he exclaimed, the spikes on his helmet beginning to flash a fiery red aura. "The power...the absolute POWER!" Not long after, he shot a beam into the sky, and in doing so, dark clouds began to take form and swirl over Canterlot, with dark red lightning bolts cracking the heavens. The wind blew wildly, threatening to blow the ponies, Spike, and the Wolf Princes off the roof had they not held on tight enough. The only one who didn't seem to take any notice was Twilight, who was still trying in vain to revive Moonlight.

"...It's all mine, now," Warfang said with a toothy grin. "Equestria and all in it...they are mine to rule!" The spikes on his helmet then shot out hundreds of beams of dark red light...which hit everypony and even wolf in Canterlot...especially Shining Armor, Cadence, Luna, and Celestia, who all cried out in pain.

"What the hell is King Warfang doing?!" asked one of the wolves that had been hit.

"I...I don't know...but this certainly wasn't part of the plan!" answered another.

"Rrrgh...Shining...Armor!" Cadence cried.

"I-it's okay, Cadence!" Shining Armor reassured, trying to fight off the magic...but it was no use.

"And now...all of you," Warfang boomed, "I command you...BOW TO ME!"

On that, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, Rarity, Spike, Starlight, Stormhowl, Swiftclaw, and all in Canterlot were soon forced to bow before Warfang, who laughed evilly as he watched them try and resist, only to fail. Down below, Celestia and Luna grunted, as they too were under the control of Warfang's powerul magic.

"Celestia!" Luna cried, already kneeling on the ground and watching her sister struggle to stay standing in defiance. "Don't do it! You have to fight!"

"I'm...I'm sorry, Luna...!" Celestia apologized. "But...I...can't!" On that, she was also forced to kneel, while Warfang cackled loudly in triumph.

"Yes! YES!" he laughed. "AHAHAHAHAHAHAHAHA!" He then noticed Twilight, who sat before Moonlight's body, despondently.

"How is she not reacting to any of this?!" Rainbow Dash asked.

"Ah...Twilight Sparkle," Warfang said...as his spikes began to flash. "Don't worry...you'll be joining that stupid brat soon enough!"

"Twilight!" Spike called. "Snap out of it! He's gonna kill you, too!"

"Run away, Twilight!" Pinkie cried...but Twilight didn't even twitch.

"Say goodbye...!" Warfang said as he fired a magic bolt at Twilight...resulting in a large explosion.

"TWILIGHT!" the gang cried in horror...but when the dust settled, it was revealed that the purple alicorn had set up a barrier around herself and Moonlight before the bolt could hit her with her eyes still hooded under her mane. It gave an...almost unsettling feeling. Then, slowly, Twilight turned to face Warfang with piercing, red eyes and a scowl on her face.

"...You bastard...!" she hissed as her horn flared.

"Uh...Twilight?" Starlight asked, worriedly.

"Are you...okay?" inquired Rarity.

"What's this?" asked Warfang. "That's not a happy face, now is it, Twilight?"

Twilight glared at the Wolf King...as she placed the Element of Magic on her head, and in doing so, the star-shaped gem on top suddenly flashed red, as well, and the golden crown suddenly turned a dark purple, to everyone's worry.

"Uh...Fluttershy, is that supposed to happen?!" asked Swiftclaw.

"I don't think so!" answered Fluttershy.

"Some little pony with a crown won't scare me," Warfang said as he fired another powerful bolt of magic from his helmet, only for Twilight to counter it with one of her own...and to Warfang's surprise, the beams ended up canceling each other out.

"W-what the- OOF!" Warfang started, only for Twilight to suddenly disappear and then slam her whole body right into him and sending him flying across Canterlot. In doing so, the magic that was forcing everypony and wolf in Canterlot to bow was undone, and all in Canterlot stood to their hooves and paws, including Celestia, Luna, and Cadence. As for the rest of the gang, they gaped in shock as Twilight began to float in the air without even flapping her wings. Her coat became darker, as did her cutie mark, and her eyes turned completely red as a fiery dark red aura appeared around her, blazing with rage.

"T...Twilight...?!" Spike asked in horror...but Twilight didn't answer him.

"What's going on with her?!" Stormhowl asked.

Then, without warning, Twilight flew off in the direction where Warfang was sent flying, faster than anypony could say "Sonic Rainboom"!

"Whoa!" Rainbow Dash exclaimed. "What was that all about?!"

"What's going on?!"

The group turned to see Celestia and Luna fly toward them from below.

"Princesses!" exclaimed Starlight as the Royal Sisters landed before them, and it was at that moment when they spotted Moonlight's dead body, causing them both to gasp.

"Moonlight Essence?!" Luna asked as she approached the filly and gently nudged her with her nose, only for her fears to be confirmed when she got no response and felt no warmth from her body. "Oh, no...what happened to her?!"

"It was Warfang!" Rarity answered. "He...he killed her!"

"And now Twilight's gone crazy!" Pinkie cried. "She started looking all mad and evil-looking!"

"WHAT?!" Celestia questioned. "W-where is she, now?!"

"Sh-she flew off, that way!" Rainbow Dash answered, pointing in the direction Twilight went. "And she took the Element of Magic with her!"

"...No...!" Celestia whispered in horror. "We have to stop her! If she uses even one of the Elements of Harmony out of anger, something terrible will happen!"

"Then we better hurry!" Applejack declared.

XXX

Warfang grunted as he pried himself out of the wall of a building while some nearby ponies and wolves watched in disbelief.

"K-King Warfang?" asked one of the wolves.

"How did he even get here?!" asked Moon Dancer, who was among the crowd.

"...That's exactly what I want to know...!" Warfang answered as he looked up at the sky...and sure enough, there was Twilight, flying above him with unbridled fury. Without even uttering a single word, her horn flashed before it fired a powerful beam at Warfang, who countered with one of his own.

Realizing the situation, the ponies and wolves soon fled to a safer location to avoid getting caught in the line of fire. The resulting blast exploded, cancelling each other out, but then Warfang leaped up onto the roof of a building before he sent his magic blades at Twilight, who dove down and spiraled, dodging the attack before she collided with the Wolf King, who was sent crashing to the ground, but he quickly got to his paws as he glared up at the Dark Princess.

"While I do somewhat admire this side of you," Warfang said, "I wonder how long you'll last in that form!"

On that, he lunged at Twilight, who didn't have time to dodge before he grabbed her by her hoof and threw her to the ground, and she crashed through several buildings before she managed to stop herself and flew upward, firing another beam from her horn. Warfang jumped out of the way before firing a beam of his own, but once again, they ended up cancelling each other out. Not too far away, Shining Armor and Cadence stood, watching in shock.

"Is that...Twilight?!" Cadence asked. "What happened to her?!"

"I have no idea!" Shining Armor answered.

"It's not her fault!"

The couple turned to see Celestia, Luna, and the rest of the Mane 6, Spike, Starlight, and the Wolf Princes appear.

"Twilight has succumbed to the darkness within her heart!" Celestia answered. "Seeing Moonlight get killed triggered something inside of her, and worst of all, she's wearing the Element of Magic! If we don't stop her, now...she won't just destroy Canterlot, she'll destroy herself!"

Hearing that caused Shining Armor and Cadence to gasp.

"Well, what are we doing, standing here?!" Shining Armor asked. "We gotta go!" He then grunted in pain from his earlier injuries.

"Shining Armor, you can't go!" Cadence said. "It's too dangerous!"

"But Cadence," Shining Armor began, "she's my sister! She needs me!"

"I understand," Cadence began, "but you can't be of any use to her if you're dead!"

"...I guess you have a point there," Shining Armor quipped. "...You go...I'll stay here with Flurry."

Cadence nodded before she followed Celestia and the others while Shining Armor remained behind, holding Flurry in his hooves.

"It's gonna be okay, Flurry...hopefully," said Shining Armor while Flurry cooed, nervously.

XXX

Twilight growled as she tackled Warfang in the side, sending him flying through two buildings before he stood up and growled as the alicorn flew towards him, her eyes and her aura blazing.

"I've had enough of this!" Warfang barked, the Stone of Wishes glowing brighter. "I will not be defeated by a pony, let alone a princess, a second time!"

On that, his body was enveloped in a red light before it began to grow in size. Then, two huge, bat-like wings grew out of his back, his fur turned into more of a maroon color, and his armor seemed to fuse into his skin, almost becoming like metallic scales. As the light dissipated, Warfang let out a rumbling laugh, his voice now sounding deep and demonic.

 **"Now this is more like it...!"** he chuckled as he flew up into the air, then darted at Twilight, who flew right back at him, both of them setting up barriers. The two clashed, sparks flying from their respective barriers before backing away and clashing again and still shooting beams at each other at least 9 times. The whole time, Warfang laughed while Twilight grew more and more enraged.

All in Canterlot watched at the battle that took place with worry as the sky continued to darken above them and their only source of light was the sparks flying from the aerial fight. However, after a 10th attempt at clashing with Warfang, Twilight was sent flying back, crashing through several buildings until she finally hit the ground. Warfang laughed mockingly as lightning flashed around him, but his laugh was short-lived when he saw Twilight getting back up and flying toward him again.

 **"Persistent, aren't we?"** he mused before he fired several beams at Twilight, who dodged left and right to avoid getting hit. That's when Warfang opened his mouth and fired a huge beam of dark red energy at Twilight, who gasped as she set up a barrier around herself, but even then, the beam still collided with her and sent her flying all the way across Canterlot. Eventually, her barrier could no longer hold and Twilight was hit, eventually crashing into the mountainside.

 **"HAHAHAHAHAHAHAHAHA!"** Warfang laughed as he flew above the city. **"I knew it! There is no pony who could beat me! As long as I have the Stone of Wishes...I AM INVINCIBLE! AHAHAHAHAHAHAHAHA! AAAAHAHAHAHAHAHAHAHA~!"**

A pause...but then Twilight opened her blazing red eyes before she pulled herself out of the mountain, then let out a guttural roar of fury before she flew toward Warfang, once again...but before she could even get close...

"STOP IT, TWILIGHT!" Celestia shouted as she suddenly appeared before her former student with her hooves outstretched, as if defensively. Not long after, Luna, Cadence, and Rainbow Dash appeared, as well, their hooves also opened up, while down below, Applejack, Rarity, Fluttershy, Pinkie, Spike, Starlight, Swiftclaw, and Stormhowl stood on a rooftop.

 **"Get out of my way!"** Twilight said in an almost warped voice...it almost didn't even sound like her own.

"Twilight, I know you're kinda bummed about what happened to Moonlight and all," Rainbow Dash began, "but come on! Don't you think you're going a little too far?!"

"Twilight, look deep inside yourself!" Cadence called. "This isn't you and you know it!"

"Don't give in to the darkness, Twilight!" Luna added. "We all know what happens when somepony lets their inner demons take hold! Don't make the same mistake I did!"

Twilight seethed, her eyes still blazing...but then she turned her head away, looking towards Canterlot Castle...or more accurately, at Moonlight's dead body, which still lied on the roof.

 **"...Moonlight...!"** Twilight whispered.

"Yes, Twilight, I know," Celestia answered. "What Warfang did was awful."

 **"...Must...make him...pay...!"** Twilight growled, the aura around her beginning to grow with her rage. **"Must...avenge Moonlight!"**

"Twilight!" Spike called out.

"Please, you have to calm down!" Rarity shouted.

"Listen, Twi!" Applejack cried. "Please!"

"You're not evil!" Pinkie exclaimed. "You're just really, really sad, right now, and you're letting it out the wrong way!"

"Please, Twilight!" Fluttershy yelled. "Come to your senses!"

"Moonlight wouldn't have wanted this!" Starlight added. "You have to snap out of it!"

Twilight seethed...and yet, she seemed to hesitate, as well. At that moment, Celestia approached her...and wrapped her forelegs around her in a tight hug, and soon after, Rainbow Dash, Luna, and Cadence did the same, taking Twilight by surprise. Soon, they gently lowered her down to the rooftop, where Applejack, Rarity, Pinkie, Fluttershy, Spike, and Starlight soon joined in the group hug.

Before Twilight even knew it...the dam broke. Her tears came falling out at full force, and soon, dark red glow in her eyes disappeared, revealing her normal purple irises, and soon, her natural color began to return. Not long after...she completely broke down, sobbing.

"Shhh..." Cadence shushed as she gently brushed Twilight's mane with her hoof. "Easy, Twilight...it's okay, now."

"We're all here for ya, sugarcube," Applejack soothed.

"Let it all out," Fluttershy whispered.

"It'll be okay," Spike said.

"She...she gave up her life to save mine...!" Twilight whimpered. "It's not fair! She was my little sister...and now she's...!"

"I know, Twilight," Celestia said. "I know it's hard."

"Moonlight was very brave," Luna added. "She knew that Warfang's magic was powerful...but she did what she felt she had to in order to save you: that proves just how much she loved you."

"You know that any of us would do the same for you," said Rainbow Dash.

"But don't be like Warfang," Rarity added. "If you attack out of hatred, like he does, that makes you no different from him."

"I'm sad about Moonlight, too," Pinkie said, "but we need to be strong for her."

"Otherwise, her spirit won't rest any easier," Starlight added.

The Wolf Princes just stood nearby, watching quietly as the ponies and baby dragon comforted Twilight, who kept sobbing until she just couldn't anymore. She then heaved a small sigh before she looked to the group and smiled warmly.

"...Thank you, everypony," she whispered, causing the group to smile back at her. However, the moment was short-lived when they heard an explosion nearby, causing them to turn and see Warfang firing another beam from his mouth, and following this was the sound of ponies and wolves screaming in terror as they ran.

"He's even attacking his own pack, now," said Starlight.

"Warfang has clearly gone mad," Luna said, grimly.

"So, what do we do?" asked Fluttershy. "Use the elements to banish him?"

"...I'm afraid...banishing won't be enough, this time, Fluttershy," answered Celestia, to everyone's surprise. "Banishing was what caused this madness. Warfang was already spiteful of me...but the loss of his mate pushed him over the edge."

"...Father has to die, doesn't he?" asked Swiftclaw, causing Celestia to look back at him. "Don't be so surprised. For a long time, now, I actually felt that this had to happen...that one day, he would have to be destroyed because of his tyranny and madness." He then heaved a sigh. "If it's the only way...so be it."

"...I also accept this," said Stormhowl. "He may be our Father, but he is still a villain...and...perhaps death is his only salvation, now."

Celestia nodded before she looked to Twilight and the rest of the Mane 6.

"Twilight," she said, "you know what you and your friends must do: use the Elements of Harmony to destroy Warfang...but don't destroy him out of rage and hatred, which were the very things that made him what he is now."

"You heard her, Twilight," said Starlight with a confident smile. "Show Warfang what the Elements of Harmony can really do...with the magic of friendship."

Twilight smiled before she nodded her head, then turned to the others, who all nodded back at her. Then, they all stood in a circle around each other and closed their eyes, and soon after, their respective elements began to glow a warm, bright light before they began to float in the air. Following this...a rainbow light began to encircle the group, swirling around them, faster and faster until it burst, revealing Twilight and her friends in their Rainbow Powered forms!

"...Whoa...!" Swiftclaw gaped while Stormhowl stared in complete awe, while Starlight and Spike smiled proudly.

"Aww, yeah!" Rainbow Dash exclaimed. "Feels great to have this, again!"

"Fabulous~!" Rarity sang.

"Come on, y'all," Applejack said. "We gotta a wolf to straighten out!"

"We're ready whenever you are, Twilight," said Fluttershy.

"Yeah, just give the word!" Pinkie shouted.

"...Let's go," said Twilight, and with that, the flew off toward Warfang, who turned to see the ball of rainbow light hurtling toward him.

 **"What's this?"** he asked with a smirk. **"You think you're going to stop me with some pretty little light show? HAHAHAHAH!"**

"Laugh all you want, Warfang," Twilight began, "but we have magic that's more powerful than even yours!"

 **"Lies!"** Warfang barked. **"I'll show you what my magic can do!"**

On that, he fired another beam of energy from his mouth at the group...but it had no effect. Confused, but not deterred, Warfang tried again, but still, nothing happened, causing him to growl in frustration.

 **"How is this possible?!"** Warfang questioned. **"The Stone of Wishes was supposed to make me more powerful than any pony in Equestria!"**

"You may be more powerful than anypony in Equestria, Warfang," Twilight said, "but there is one power that you will never be able to defeat! I almost became like you...I almost let my rage consume me, but my friends brought me back to my senses! Someone who has let their fury and hatred take over, like you have, will never understand that!"

On that, a rainbow beam suddenly surged forth from the group, shooting straight towards Warfang, who opened his mouth and fired another beam of his own...but the rainbow beam went straight through it, causing the monstrous Wolf King to gasp in horror.

 **"No! This can't be!"** he shouted...before the beam struck him right in the chest, causing him to howl in agony. **"NOOOOOOOOOOOOOOOOOOOOO~!"**

 **KABOOM!** A giant burst of rainbow light burst forth from where Warfang stood...before everything went white.

XXX

There was this...empty darkness. No sounds, no light...nothing...but then, there was the sound of the light clopping of hooves as Celestia approached...Silverwind, who had his back turned to her, no armor, no scar over his left eye...just the very fur that grew on his back.

"...Silverwind," Celestia said, softly, causing the wolf to tense up before he turned and looked up at the Princess of the Sun with a look of deep remorse. He sighed before he turned to face her, completely as he looked up so that their eyes could meet.

"...Celestia...I..." he whispered. "I...I don't know what happened...I...I wanted to believe you were helping me, but then-"

"Even a good heart can be tainted, Silverwind," Celestia said. "The darkness within you was strong...and I only made that worse by actually ignoring the problem instead of actually talking things through."

"...I didn't want to turn into a monster," said Silverwind. "I wanted to remain as yours and Luna's friend, but I let the darkness take hold of me. Then...when you banished me...and when Mooneyes died...it grew worse." He then sniffled as he screwed his eyes shut, trying to fight off tears...but to no avail. "I...I don't blame you at all if you decide to never forgive me! I...I killed so many innocent ponies!"

"...I don't forgive _Warfang_ ," Celestia said, causing Silverwind to gasp before he looked up at her, "but this wolf I'm seeing before me...Silverwind...that is who I will forgive...so long as he forgives me."

"...I...I do," Silverwind said. "I do forgive you...Celestia."

Celestia smiled tenderly, which caused Silverwind to smile back at her before he looked away.

"...I guess...this is goodbye," he said.

"I'm afraid it is," Celestia replied...with tears forming in her eyes, as well. Not long after...a bright light appeared behind Silverwind, who looked back toward it before he turned to approach it. However, the wolf stopped, just for a moment before he looked back at the white alicorn, who stared at him as her tears spilled...but she still smiled, nonetheless.

"...Tell Luna that I'm sorry...and...goodbye," Silverwind said.

"I will," Celestia replied. "...Goodbye...old friend."

With that, Silverwind headed into the light, which soon vanished the moment he passed through it, while Celestia turned and walked away, feeling at peace.

* * *

Review, please.


	19. Ch 18- The Nightmare Is Over

**Ch. 18- The Nightmare Is Over**

* * *

My Little Pony © Lauren Faust and Hasbro

Story and OCs © Me

* * *

The dark clouds stopped swirling and the wind blew soft and silent. Ponies and wolves emerged from the rubble caused by Twilight and Warfang's destructive battle, some unscathed, some with quite grievous injuries. Shining Armor and Flurry looked up and saw Cadence, who hovered above them before she landed upon the ground and approached her beloved husband and daughter, who both embraced her happily. As for Twilight and the others, they all stood on the ground, now back to their normal forms as the Elements of Harmony flew off, heading back to the Tree of Harmony. Soon after, Spike, Starlight, Swiftclaw, and Stormhowl approached them, and Fluttershy smiled as she gave the younger Wolf Prince a tender hug, which he returned.

As the rain began to fall, everypony and wolf looked up at the sky as the moon began to rise from Luna's powers.

"...You know somethin'," said Applejack. "It's like...we just woke up from a long nightmare."

"Hmm..." Pinkie hummed before she bit her own hoof, causing her to yelp in pain. "...Nope! We're awake!"

"I can't believe we actually had to destroy the bad guy, this time," said Rainbow Dash.

"I don't think he was truly evil," said Starlight. "He was just corrupted by jealousy, hatred, and madness."

"And loss, too," Fluttershy added.

"Our Mother dying was what pushed our Father over the edge," said Swiftclaw. "In fact...I don't think he even knew what he wanted after that. Revenge? To conquer Equestria?"

"It's over now," said Rarity. "That's all that matters."

"You did it, Twilight," Spike smiled. "You defeated Warfang!"

"...I know," Twilight answered, solemnly as she looked down at the Stone of Wishes. "So...why don't I feel happy?"

At that moment, Celestia and Luna approached...the latter carrying Moonlight's dead body. Twilight looked up at them with misty eyes as Luna used her magic to gently lay the lifeless filly before her. The group stared sadly at the corpse before they lowered their heads in silent prayer, while Swiftclaw looked over to Twilight, who sat there with a trembling lip.

"...I'm...I'm so sorry about this," Swiftclaw whispered. "Truly, I am."

"...You're not the one who killed her," Twilight answered. "I'm not angry at you."

"Oh, Twilight..." Celestia whispered, sadly.

"...Is...is there really nothing we can do for her?" asked Twilight. "I mean...can't we use the Elements of Harmony to-"

"Twilight," Celestia chided, gently. "You know as well as I do that the Elements cannot be used in succession like that. The Tree of Harmony needs them." She then heaved a heavy sigh. "And besides...even though they are capable of performing many miracles...even the Elements of Harmony cannot revive the dead."

"...So...so that's it, then?" Twilight asked as her tears began to fall, once more. "Moonlight's really dead?"

"...I'm sorry, Twilight," Celestia apologized with the utmost sincerity. "I know you loved her so much."

Twilight sniffled before she looked down at Moonlight's dead body. Then she lied down on the ground and nuzzled the filly's corpse, softly sobbing as she did so. The others soon let their own tears fall, as well, now mourning the death of the young child. Even Swiftclaw and Stormhowl howled, sorrowfully.

However, as Twilight kept crying...the Stone of Wishes suddenly began to glow a warm, pink light. Soon after, it began to float into the air, catching everyone's attention.

"W-what's happening?" Rainbowh Dash asked.

"Ooh, pretty~!" Pinkie exclaimed.

"...Could it be...?" Celestia whispered in disbelief.

Soon after, the gemstone's light began to softly shine down on Moonlight...whose eyes began to open, to everyone's surprise.

"Mmm..." Moonlight groaned slightly as she raised her head, then looked around, and as her vision began to clear up...she saw Twilight, gaping at her with teary eyes. "...Twilight? W-why are you crying?"

A pause...but then Twilight smiled as she nuzzled Moonlight's face.

"I'm...just so happy!" the Princess of Friendship exclaimed.

Moonlight seemed to blink in confusion, but then she smiled and nuzzled Twilight back. The others smiled, as well...and Rainbow Dash, surprisingly, was reduced to a blubbering mess, so much so, she actually went and hugged Fluttershy, who smiled and hugged the Pegasus, nonetheless.

"How is it possible?" asked Luna.

"The stone will grant any wish," Celestia said with a knowing smile. "It appears that even it can bring the dead."

At that moment, Shining Armor, Cadence, and Flurry appeared.

"So what'd I miss?" Shining Armor asked.

"A lot," Swiftclaw replied.

Cadence looked around at all the damage that had been done.

"...Wow," she said. "Warfang sure did a number on Canterlot."

"Yeah," Rainbow Dash agreed. "This is gonna take forever to fix."

"The damage is great," Celestia said, "and the casualties are many...but there is nothing that we can't overcome, together."

"...If you want," said Swiftclaw, "we can help."

"I know the ponies may not concede to it," said Stormhowl, "but...we feel like it's the least we can do."

"Are you sure?" asked Celestia.

"Please let us help," Swiftclaw said before he bowed his head before the Princess of the Sun, along with Stormhowl.

"...Very well," Celestia smiled.

And so, everyone in Canterlot began to work together, tirelessly to repair the damage that had been done. While the ponies were still quite wary of the wolves, over time, they began to see the efforts they put in to rebuild the city and started to warm up to them...some more than others at least. The wolves became more friendly with the ponies, as well. In fact, some of them were even seen, playing with the children. Of course, the adults were around to make sure thing didn't get out of hand. Also, a funeral had been held for those who had fallen during Warfang's attack...both ponies and wolves alike.

Over the course of just a week-and-a-half, the repairs had been finished...and now, the wolves stood in Canterlot Castle before Twilight and the gang and the Royal Sisters, who sat in their respective thrones.

"We humbly thank you for all your help," Celestia said.

"Think nothing of it, Princess Celestia," replied Stormhowl. "It's the least we could do...after everything that's happened."

"So," Luna began, "what do you plan to do now?"

A pause...but then Stormhowl sighed.

"Father is gone," he said. "Someone now has to lead the pack in his stead...and seeing as how I'm the oldest, it appears it has to be me."

"So it seems," Celestia mused...but she noticed a slightly solemn tone in Stormhowl's voice.

"...But...after further thought," Stormhowl began, "I realize that I'm not fit to lead the pack, either."

Hearing that caused the whole room to gasp.

"Stormhowl, what are you saying?!" Swiftclaw questioned in disbelief.

"I'm saying," Stormhowl began, "that while I am the oldest son...I'm no different from my Father. I, too, have shed the blood of the innocent. I followed my Father's ideals, despite being unsure, myself...that is my sin."

"...At least you admit to that," said Twilight. "That makes you better than your father."

"Even so," Stormhowl said, "I do not deserve the role of king." He then looked over to Swiftclaw, who blinked at him in bewilderment, which caused him to smile. "But I do know someone who does."

"M...me?!" Swiftclaw stammered.

"Swiftclaw," Stormhowl began, "you were always different from us. You have shown kindness and you were willing to make peace with the ponies. You were reluctant to follow Father's orders because you knew in your heart of hearts that it was wrong...I knew it, too, but I went along with them." He then put his paw on Swiftclaw's shoulder. "Swiftclaw...if anyone should be the new Wolf King...it should be you."

"I couldn't agree more," Fluttershy smiled as she stood beside Swiftclaw.

"I...I don't know what to say!" Swiftclaw exclaimed. "Except..." He then raised his head with a determined expression. "...I'll do my best."

"I hope so," Celestia smiled. "But...just to seal the deal." Her horn flashed a white aura, which began to swirl around Swiftclaw, who slightly floated up in the air. Then, his armor began to change color, from a dark red...to a pure, luxurious gold. Not just that, but a golden helmet appeared on his head, holding a bejeweled crown.

"...Whoa...!" Rainbow Dash gaped.

"How marvelous...!" Rarity whispered in awe.

"...Now that is more befitting of a king," said Luna.

"I think so, too," Fluttershy agreed, causing Swiftclaw to smile...but then his smile quickly fell, as did Fluttershy's.

"...It looks like this is goodbye, then," the yellow Pegasus said, sadly.

"...Yeah...I guess so," Swiftclaw replied. "I...I'm the Wolf King now, and...I have to fix everything that my Father's ruined. I know that there a lot of ponies out there that probably won't forgive us...but hopefully, in the future, they will."

"I hope they do, too," said Fluttershy. "But...you can always come and see me, you know."

"...I know," Swiftclaw smiled, causing her smile to come back, too. "Thank you, Fluttershy...I never had a friend like you."

A pause...but then Fluttershy went up and embraced Swiftclaw, who returned her hug, while everypony and every wolf in the room smiled warmly at the sight.

"Friendship truly transcends all species," said Celestia.

"And they can even last lifetimes," Starlight added.

"Thank you for everything," Swiftclaw said as he pulled away from Fluttershy. "And now...we bid you, farewell." On that, he turned and walked away, but not without turning to his pack. "Come, wolves!"

"Yes, King Swiftclaw!" exclaimed Stormhowl and the wolves, who proceeded to follow their new king out.

"Bye!" Pinkie waved. "Don't forget to write!" She then turned to the others. "They were nice."

"So...now what do we do?" Spike asked. "Go back to Ponyville?"

"...I have somewhere to be, actually," Twilight answered...before she looked down at Moonlight, who blinked up at her, wearing the Stone of Wishes around her neck.

XXX

 **Knock-knock-knock!**

"Coming! Hang on!"

The door opened, revealing Twilight Velvet, who gasped upon seeing her son and daughter.

"Shining Armor! Twilight!" Velvet exclaimed before she noticed her son's new scars. "Oh, dear...Shining, what in the world happened to you?!"

"Long story short," Shining Armor began, "I got into a bit of a scrape with some wolves."

"Oh, yes," Velvet recalled. "That was truly awful...I'm glad you're both all right...oh! But don't just stand out there! Please, come in!"

"We'd love to," Twilight replied. "Uh...leave the door open, though? Please?"

"Huh?" Velvet asked. "Why?"

"Trust me," said her daughter as she walked in with Shining Armor.

"Well...if you say so," said Velvet before she looked upstairs. "Night Light! Look who's here!"

No sooner had she announced this, Night Light soon came out and gasped in surprised upon seeing his kids.

"Well, I'll be!" he exclaimed as he went downstairs to greet his kids. "Shining Armor and Twilight!" He chuckled as he hugged them. "So good to see that you two are okay!" He then noticed his son's scars. "Ooh! Nice scars, there, son!"

"Hehehehe..." Shining Armor chuckled. "Thanks, Pop."

"I bet Cadence finds you a little more...appealing, huh?" Night Light asked with a wink, causing his son to laugh.

"Dad, come on!" he exclaimed.

"Umm...excuse me?"

Velvet and Night Light turned to see Moonlight, standing in the doorway.

"C-can I come in?" asked Moonlight.

"Well, of course you can, dear!" Velvet replied, prompting the filly to enter.

"Who's this little one?" asked Night Light.

"This is Moonlight Essence," said Twilight. "Mom...Dad...she's an orphan."

Twilight's parents both gasped silently.

"Her family was killed in one of the wolf attacks," Twilight continued. "She showed up at my castle one night, during a storm. She has no home and nowhere to go...and...well..." She looked at her parents with a serious expression on her face. "I wanna adopt her...as my sister!"

Velvet and Night Light blinked before they glanced at each other, then back at Twilight.

"Are you sure that's what you want, sweetie?" asked Night Light.

"Yes," Twilight answered. "During the time I've known here, we've bonded so well...and...I don't know what I'd do if she wasn't with me!" She then screwed her eyes shut to fight off her tears. "I...I love her, Mom and Dad, and...she loves me! Please...let her be part of our family!"

A pause...but then the unicorns smiled.

"Twilight," Velvet began, "you don't need to sound so frantic."

"I...I don't?" Twilight asked.

"Sweetheart," Night Light began, "if you want Moonlight to be part of our family, then we'll gladly take her in."

"Really?!" Twilight asked, happily, with tears welling up in her eyes, while Moonlight also beamed brightly.

"You'll...you'll really adopt me?!" she asked.

"Of course we would, dear," said Velvet. "Welcome to the Sparkle Family."

"Of course, we'll have to go through some things, first," Night Light pointed out, "but still...welcome to the family, Moonlight."

"I can't believe I have a new little sister," Shining Armor said as he nuzzled Moonlight, who laughed as she nuzzled him back.

"I can't believe I have a big brother!" she exclaimed before she looked up at Twilight, who smiled at her lovingly before the filly went up to nuzzle her, too. "I have a family again...thank you, Twilight."

"I told you I'd always be here for you," Twilight answered...and soon after, a small flash of light suddenly appeared, causing the Sparkle Family to gasp as they looked at their newest member.

"What?" asked Moonlight. "What is it?"

"Look at your flank!" Shining Armor exclaimed, prompting the filly to look at her right flank before she gasped, as well: it looked like the pink star that made up Twilight's cutie mark...but joining it was a smaller white star...and it almost like they were holding hands.

"My...my cutie mark!" Moonlight exclaimed. "I got my cutie mark! YAY~!"

The whole Sparkle Family rejoiced as Moonlight happily bounced around Twilight...which gave them a sense of déjà vu. Nonetheless, they were happy for their newest family member.

At last...Moonlight had found her place: to be with Twilight, always and forever.

* * *

Coming up next: the epilogue!

Review, please!


	20. Epilogue

**Epilogue**

* * *

My Little Pony © Lauren Faust and Hasbro

Story and OCs © Me

* * *

Morning at the Castle of Friendship...

"Wake up, Twilight! Wake up, wake up!"

Twilight groaned as she opened her eyes sleepily before she glanced up and saw the face of her adopted little sister, grinning from ear-to-ear, while Starlight and Spike stood behind her. The Princess of Friendship chuckled before she sat up in bed, and Moonlight soon gave her a big hug, which she returned.

"Morning, Moonlight," Twilight greeted. "Are you excited for your first day of school?"

"I sure am!" Moonlight chirped before she jumped off the bed and ran out the bedchamber, while Starlight and Spike chuckled at Twilight.

"Never a dull moment, huh, Twilight?" Spike asked.

"Yeah," Twilight answered. "Never a dull moment."

"Come on," Starlight spoke. "Let's help her get ready."

Twilight nodded before they followed after Moonlight.

Only 4 days had passed since Moonlight had been adopted by Twilight's family. They had to go through some paperwork, of course, but they had to make it official. Since then, Moonlight decided that she wanted to live in Ponyville with Twilight, saying she wanted to live near her new friends and family, and Night Light, Twilight Velvet, Shining Armor, and Cadence promised to visit more often to see her. That said, Twilight had Moonlight enroll at the Ponyville Schoolhouse, so she could be with the Cutie Mark Crusaders, who, needless to say, were thrilled to see Moonlight's new cutie mark.

"Here you go, Moonlight," said Spike as he put a paper bag in one of Moonlight's saddlebags. "A peanut butter, raspberry jelly, and daisy sandwich, cut in isosceles triangles and no crusts. Twilight made it for you."

"And don't forget your pudding cup," Starlight added as she put a cup of chocolate pudding in the bag, too.

"And here are couple of books," Twilight answered as she put two books in the saddlebags, too. "So, are you ready?"

"Yeah, I'm ready!" Moonlight exclaimed. "Come on, let's go!" On that, she galloped out with Twilight, Starlight, and Spike following after.

Moonlight certainly had come a long way from being the shy, timid, and traumatized little filly that Twilight met, days ago. Sure, there was still some trauma left to get over, but Moonlight knew that she could rely on her adopted older sister, as well as her new friends, to help her get through the hard times. She had become more confident, now, and eager to learn new things, and she had opened herself up to other foals her age, as well.

Of all the things, Twilight never could have imagined that a little filly as wonderful as Moonlight would ever show up at her door because of something as crazy as a wolf attack.

XXX

At Fluttershy's cottage, the Pegasus was having one of her usual tea parties with one of her good friends: the embodiment of chaos, himself, Discord.

"So then we used the Elements to finally defeat Warfang, once and for all," said Fluttershy.

"My goodness!" Discord exclaimed, sitting in a floating chair. "I go on vacation for just a week-and-a-half, and I miss all the fun!" He then looked at Fluttershy's now healed wing in concern. "Are you sure your wing is all right?"

"Oh, it's fine," Fluttershy said as she flapped both wings. "See?"

"Well, if you say so," Discord answered. "Now...about this 'Swiftclaw' fellow...what's he like?"

"Oh...well, he's certainly different from most wolves," said Fluttershy. "When I met him he was...insecure...alone...I could tell he needed a friend. Even when he growled at me, I didn't even flinch."

"Oh, Fluttershy," Discord smiled. "Your kindness never ceases to amaze me."

Fluttershy giggled at the compliment.

"Anyway," she continued, "after I met him, he's become more confident now. Unfortunately, I'm afraid he won't be seeing him for a while. He has responsibilities as the new Wolf King now...to set things right again. I just hope he's okay out there."

Discord couldn't help noticing a tinge of sadness in her voice, which prompted him to gently reach his paw down and cup her chin, causing her to glance up at him.

"I'm sure he's thinking about you, right now," he assured her. "And someday, he might come and see you again. I just hope I get to meet him so I can thank him for saving your life."

Fluttershy smiled before she looked out her window.

 _'I wonder how you're doing...Swiftclaw...'_

XXX

Somewhere, deep in a swamp...trouble had reared its ugly head.

"MOMMY! MOMMY! HELP ME!"

A young earth pony colt with a mauve coat and dark brown mane and tail ran as fast as he could...but he was not alone. Behind him, slithering through the mud and murky waters of the swamp...was some sort of scaly creature, and it only wanted one thing: a tender, juicy colt for breakfast.

The colt panted as he kept running for his life, only to slip and fall into the mud.

"Oh, no!" he cried as he struggled to get out. "Now what?!"

As if to answer his question, something emerged out of the water, revealing itself to be a giant, red-eyed serpent with dark green scales, a spiky dorsal fin on the top of its head, and two huge fangs. Its forked tongue licked the air before it opened up its jaws, preparing to devour its prey, whole, and all the young colt could do was scream as he tried to get away.

"MOMMY~!" he yelled.

Just as the serpent was about to eat the colt, a beam of light suddenly struck the beast's eye, causing it to hiss in pain before it turned and glared at its attacker: a wolf with rust-colored fur, golden armor, and a glowing crown on his head, and behind him stood many other wolves, who growled viciously.

"Wolves, too?!" the colt asked. "Oh, what next?!"

"CHARGE!" Swiftclaw shouted, prompting the wolves to leap at the serpent, which writhed around as it tried to them off. As they worked to bring down the monster, Stormhowl went over the colt and gently put his jaws around his neck, then pulled him out of the mud before putting him down on a dry, stable bank.

"There you go, kid," said Stormhowl.

"Thank you, Mr. Wolf," said the colt before he gasped. "BEHIND YOU!"

Stormhowl gasped as he saw the serpent lunge for him, preparing to bite its jaw down on his head...until Swiftclaw lunged for the creature, his fangs puncturing the jugular vein. That was enough to fell the serpent, which soon fell into the murky waters of the swamp with its tongue dangling out of its gaping mouth. Swiftclaw panted as he let go, blood smearing his jaws and dripping onto his armor, but no worse for wear.

"...Whoa...!" the colt whispered in awe. "That was so cool!"

"That's my brother," Stormhowl smiled.

"CHIPPER!"

The colt looked up and saw two earth pony mares approach, one with a dark red coat, a poofy, light orange mane and tail with a shawl tied around her head, and a pile of wood for a cutie mark, and the other with a light green coat, a dark brown mane and tail that was tied back in a ponytail, and a weeping willow for a cutie mark. The colt, Chipper, gasped happily before he ran up to them and nuzzled the first mare.

"Mommies!" he exclaimed before he went up to nuzzle the other one.

"Young stallion, where have you been?!" asked the dark red mare. "You had us scared to death!"

"You know better than to come playing around here, sweetheart," said the light green mare. "What if we didn't find you?"

"I'm sorry, Mommy," said Chipper, "but guess what! Those wolves saved me!"

The mares looked up and saw Swiftclaw, Stormhowl, and the rest of the pack look up at them...surrounding the dead body of the serpent. They both gaped before they glanced at each other, but then the dark red mare approached them.

"Who are you?" she asked.

"I'm King Swiftclaw, the King of Wolves," said Swiftclaw. "Your son was being chased by this monster and we saved him."

"...I see," the dark red mare said with a soft smile before she kneeled before the Wolf King. "Thank you...Your Majesty. We're so grateful that you saved our son."

"Thank you," said the light green mare as she also bowed before Swiftclaw, but then looked over at Chipper, who just blinked innocently. "Ahem! Chipper."

"Huh?" Chipper muttered before he gasped. "Oh, yeah!" He then bowed his head and kneeled before his savior, as well. "Thank you, Mr. Wolf King."

Swiftclaw chuckled at this.

"You're welcome," he said before he approached Chipper. "Chipper, right?"

"Uh-huh," Chipper nodded.

"You better play a little closer to home, next time," Swiftclaw suggested. "That way you don't make your mothers worry so much. Understand?"

"Uh-huh," Chipper nodded, again.

"Come on, Chipper," said the light green mare as she and her partner walked away. "Time to go home, now."

"Okay, Mommy!" replied Chipper as he followed his mothers while Swiftclaw smiled after them.

"Another day of saving ponies, eh, Swiftclaw?" Stormhowl asked.

"Yeah," Swiftclaw replied. "At least these ones were grateful...some still run in fear of us."

"I guess sometimes, there's no fighting nature," said Stormhowl. "Some ponies just don't want to change their view of us."

"I suppose so," Swiftclaw said. "If they do decide to change...I want them to accept it slowly, rather than force it."

"...Now that, brother," Stormhowl began as he put his paw on Swiftclaw's shoulder, "sounds like something a real king would do."

Swiftclaw chuckled before he looked to the serpent's corpse, then to his pack.

"Wolves!" he called. "Today, we feast!"

"AYE!" the wolves cheered before they moved in to eat. As they did, Swiftclaw looked up at the sky and smiled warmly.

 _'Still thinking about you, Fluttershy...'_

XXX

In Canterlot...

"Attention!" Shining Armor shouted to the royal guards, who all saluted him as he walked passed them, stalwart and sturdy, while Cadence stood nearby with Flurry in her forelegs.

"Look at your Daddy, Flurry," said Cadence. "Doesn't he look handsome with all his new scars?"

Shining Armor's ears perked before he glanced over at Cadence, who winked at him, causing him to grin with a slight blush on his cheeks. However, his smile soon fell when he heard the sound of the royal guards snickering, causing him to glare at them, sternly, which in turn caused them to stand at attention with looks of seriousness. Shining Armor nodded before he kept walking.

But meanwhile, up in Canterlot Castle, Celestia stood near the window, watching the horizon with a distant look in her eyes, something that Luna noticed instantly, for she approached her sister with a worried expression.

"Celestia," Luna said, gaining her sister's attention. "I'm a bit worried about you. You've had this look on your face since Warfang's defeat...is there something bothering you?"

"...I was thinking about Twilight," Celestia answered.

"What about her?" asked Luna.

"Luna, you saw what happened," Celestia replied. "I had always assumed Twilight was so pure...but it seems...everypony has darkness in their hearts...and Twilight let hers nearly take over."

"But we helped her," Luna replied, "and so did her friends."

"But that's what I'm worried about, Luna," Celestia answered. "What if we or her friends weren't there? What would've happened, then?"

Luna looked down in contemplation...and almost instantly, her eyes went wide and a near-horrified look appeared on her face.

"...I...I'm almost afraid to know what," she said, grimly.

"...I just pray it doesn't happen again," Celestia whispered as she looked out to the sky. "...The thought of losing my former student...it scares me."

XXX

Back in Ponyville, Twilight, Spike, and Starligh had brought Moonlight to the Ponyville Schoolhouse, and they weren't the only ones there, for Rarity, Applejack, and Rainbow Dash had come to drop off the Cutie Mark Crusaders, as well.

"Apple Bloom! Sweetie Belle! Scootaloo!" called Moonlight as she ran up to them.

"Moonlight!" they all exclaimed.

"I still can't believe you're going to school with us!" Apple Bloom said.

"We're so glad you're joining our class!" Sweetie Belle piped up.

"I'm excited, too!" Moonlight agreed.

"You're gonna love Miss Cheerilee," Scootaloo spoke. "She's the best teacher, EVER!"

"I like the sound of her, already!" answered Moonlight.

"Have a good day, Apple Bloom," Applejack said as she nuzzled her sister.

"I will," answered Apple Bloom. "Thanks, Applejack."

"I'll be back to pick you up later, Sweetie Belle," Rarity said.

"Okay, Rarity," Sweetie Belle replied.

"You have fun today, okay, Scoots?" Rainbow Dash asked.

"I'll see you after school, Rainbow Dash!" Scootaloo answered.

 **DING-DONG! DING-DONG! DING-DONG!**

"Oh, there's the bell!" Starlight exclaimed. "You fillies better get going!"

"Come on, Moonlight!" Apple Bloom called as fillies and colts made their way inside the schoolhouse.

"Oh, wait!" Moonlight exclaimed. "I almost forgot something!" She then turned and ran up to Twilight, then nuzzled her chest. "...I love you, Twilight."

"...I love you, too," Twilight replied as she nuzzled her adopted sister.

"Have a good day, okay?" Starlight asked.

"We'll pick you up after school!" Spike answered.

"Right!" Moonlight replied before she turned and headed inside the schoolhouse. "Bye, guys!"

"...Bye Moonlight," Twilight said with a tender smile.

And so, life in Ponyville had relatively returned to normal...at least reasonably so.

"Or did it?" Pinkie asked as she slowly rose out of a bush.

"Uh...Pinkie?" Twilight asked as she noticed her. "Who are you talking to?"

"Just the readers," Pinkie answered before she waved. "Hi, readers!"

"...Right," Starlight said, awkwardly.

"You know, we've known her for all this time," Spike said, "and I still don't know what she's talking about when she does that."

"Just let Pinkie be Pinkie, Spike," said Twilight as they kept walking.

XXX

Somewhere far away, far beyond the Badlands...a storm was brewing. However, this was not an ordinary storm. Huge contraptions, flying through the air while leaving trails of dark clouds behind them. Inside one of them...there was a shadowy figure, sitting on some sort of throne while holding a staff with a glowing blue jewel on the end.

"You summoned me, Your Majesty?"

The figure turned to see a unicorn with a maroon coat, a magenta mane and tail that was styled in a Mohawk, wearing black armor all over her torso and black horseshoes. She also had a scar going down her right eye...but her most prominent feature was her broken horn.

"Ah...Tempest," the figure said. "Just the pony I was looking for. I have an assignment for you...something that just might get back what you lost."

The unicorn's broken horn sparked and flared before she opened her eyes...a sinister smile growing on her face.

"When do I start?" she asked.

 **THE END...?**

* * *

And that is IT! The end!

Review, please!


End file.
